Futa Wendy
by SaiHeroic
Summary: Set in an alternate universe where Wendy is the one who meets Lucy at Hargeon. This series will follow the main story as closely as possible, although certain parts will be different since Wendy will be in Fairy Tail from the start. The first chapter is SFW but later chapters will have NSFW content. F!/F(harem)
1. Ch 1 A New Journey

Hello Everyone I'm Sai and this is the first chapter of Futa Wendy yay *clap clap clap*

I plan for this to be a long running series of chapters that I'll come by and update whenever I have time to write stuff.

First of all, I'm sure some of you would probably be uncomfortable with Wendy being the main character in a MA series given her age. I'll just say that you don't need to worry about that. I'm never going to explicitly state any character ages, so feel free to imagine them in whatever way feels most comfortable to you.

I plan to follow the Fairy Tail story-line as closely as possible but due to Wendy being in FT from the beginning I will have to rewrite/work around certain events. So while this is an AU it will stick to the story hopefully, probably... maybe?

This series is strictly Futa x female harem, there will be no male characters in the sex scenes **ever**. Also I want to make it clear right from the start here that the following fetishes/acts will never be in this series (or anything I write):

Gender Bending, Furry, Scat, Guro, Het, Yaoi, or Male with Futa.

Disclaimer – I do not own Fairy Tail or any of the characters this is purely a fanwork.

* * *

"Natsu-san said that he had heard a rumor about someone called Wyvern being around here. I wonder if it's Grandeeney."

Getting off a train at Hargeon town a young blue-haired girl mutters this to herself.

"Surely you don't think that a dragon would just show up on the middle of town do you Wendy? Wouldn't a dragon appearing cause more than just a few rumors?" Asks the girl's small traveling companion.

"But what if she is here Carla? Even if it's a really small chance I have to look."

"Geez... Fine, I guess you would be helpless without me."

* * *

-Elsewhere in town. In a small magic store. - Lucy Pov -

"Come on can't you please give me a discount?" Asks a busty blonde.

"Sorry miss the price is what you see on the tag", says the old man behind the counter.

"Oh please?" Begs the girl while making a sexy pose for the old man.

"Well..."

"I can't believe he only gave me a 1000 jewel discount! Is my sex appeal really worth so little?" The blonde asks herself after leaving the magic shop.

Nearby a group of girls are gathering in a crowd and making a bunch of noise. Curious to see what is going on, the blonde wanders her way into the crowd. At the center of the crowd stands a tall man who is showing off some of his wind magic.

For some unexplainable reason the blonde feels herself being attracted to the man in front of her.

"What is this? Why am I so attracted to him?" I think to myself. It feels like the area around her has gone silent. The loud voices of all the girls drowned out by the appearance of the man in front of her. Noticing the blonde, the man smiles and starts to move toward her.

Just then a small blue haired girl in a cloak with a large backpack stumbles into the circle and bumps into the blonde startling her. The moment I look away from the man I feel a sudden change come over me.

"Ah, excuse me, I'm sorry", said the short blue haired girl.

Suddenly realizing what was going on I quickly grabbed the blue haired girls hand and pull her out of the crowd. Once are a good distance away I turn to the younger girl.

"Thanks for bumping into me back there, you really helped me out. That scumbag was using charm magic to trick all those women, and I would have been affected to if you hadn't run into me. It may have gotten you also, that's why I grabbed you and dragged you away."

"I'm sorry, I didn't mean to run into you. But I'm glad that I was able to help, although it looks like I ended up just wasting my time." Says the bluenette.

"Wendy!" Came a shout from nearby. Turning towards the voice I'm surprised to see a white cat in a dress running up to us.

"Carla? What's wrong?" Asks Wendy.

"What do you mean what's wrong? You ran off back there and left me behind. You really are way too careless." The cat girl lets out a tired sigh while massaging her temple. Sensing a tens atmosphere I decide to change the topic.

"So hey, you really did help me out back there, so how about I treat you two to lunch", I suggest.

"E-eh yo-you don't really need to do that! I didn't really mean to help, ah but I'm happy I was able to help, but that was..."

"Wendy calm down", commands Carla.

"S-sorry!"

"Ahahaha, it's no problem really, I heard there's a nice restaurant nearby so how about we head over." I say pointing down the road.

* * *

-At the restaurant-Wendy Pov-

"I can't believe that creep! How desperate do you have to be to use a magic like charm to get attention. Not to mention it was outlawed because it's dangerous."

Having lead them to a nearby diner Lucy made good on her offer to treat the two. While they were eating they had been conversing about the man from earlier. Well, not so much conversing as Lucy complaining to the two of them.

"Anyway", says Lucy finally bring her complaints to an end, "It's a good thing you ran into me when you did. It's guys like that, that give mages a bad name. By the way", she says flashing the two a smile, "I'm a mage myself, and I'm looking to join a really famous wizards guild. Ah, in case you didn't know a wizard's guild is an organization of mages that work together and are given jobs or bounties to complete in return for pay."

I blink in surprise at Lucy's statements but I just took a bite of food, and it would be rude to spek with food in my mouth. Having finished her meal, Lucy puts some money on the table and stands to leave.

"I'm sure I sound like a broken record, but thanks again for your help, and good luck with whatever errand you're on", says the blonde flashing them a smile as she heads out of the restaurant.

After finishing their meals Wendy and her companion pay the waitress and leave the restaurant together.

"Should we have told her that we are in a wizards guild?" I ask my companion.

"I didn't get the chance to say anything, she was talking nonstop", replied Carla, visibly worn out from having listened to the blonde's excited voice for so long. "Anyway Wendy, what do you want to do now? Shall we just head back to the guild?"

"This is the first time I've been to Hargeon so why don't we take the chance to look around a little bit", I suggest.

The two friends spend the rest of the day wandering the town and looking around when evening time comes and the sun starts to set. While they are walking Wendy glances out over the port city looking far into the distance of the ocean. Her eyes are drawn to a large boat in the harbor. While staring at it she over hears two girls nearby talking.

"Hey is that Wyvern's boat! I hear he's throwing a big party on it." Says one of the girls.

"I hear he's a famous mage from Fairy Tail! I wish I could get the chance to meet such a famous mage!" Replies the other girl.

Fairy Tail? I think to myself. I turn to give Carla a glance and she simply nods her head before a magic circle appears below her feet, followed by long white wings sprouting from her back. Picking up the mage, Carla fly's off in the direction of the boat.

As they get close Carla dives down towards the boat letting Wendy go when they are close to the deck. Summoning up her magic Wendy delivers a kick that blasts through the deck of the ship tossing pieces of it into the ocean.

Glancing around I find myself in a large, lavish room with several thuggish looking men, as well as the man from town who called himself Wyvern, and also...

"Lucy?!"

I'm shocked to see the girl from earlier being held by the thugs.

"Oh what's this? Another cute girl come to join my collection", comments Wyvern with a smug look on his face. "My you sure are a cute one aren't you. You'd earn a nice price especially since you're so young."

Price? These thugs are kidnappers trying to sell people. I won't them hurt anyone!

"Let Lucy go or else!"

"Or else what little girl", sneers the man.

"Or else I blast you and your goons away!" I shout as I start to gather my magic energy. But at that moment I feel a strong shift in the core of my body as a wave of nausea overcomes me. The sudden wave of motion sickness leaves me feeling lightheaded and I start to wobble.

"Wendy get a hold of yourself", shouts Carla as she dives into the boat snatching Lucy from the thugs. "I've got Lucy so you take care of the rest!"

"Right." I Mutter as I wobbles back and forth dizzily.

"Sir they got one of the girls", says Thug A.

"Bwahaha what does it matter, this girl will fetch a better price anyway. All that happened is that we got a better piece than the one we had. Now then little lady", says Wyvern menacingly as he comes closer, "be a good girl and don't try to resist. Not that you'd be able to resist much anyway when you can barely stand!"

Sneering the man reaches out and grabs a handful of my hair. Just as I'm is about to shout in pain I feel the entire boat lurch unnaturally. It suddenly feels like we are moving really quick, when suddenly we come to a complete stop. And it's quite the sudden stop as the ship is bashed against the hard ground of the port.

Happy to finally be on stable land again I start to feel myself coming back to my senses. "Troia", I chant to myself casting a recovery spell.

"Boss what happened?! We're in the middle of the port! There was some huge wave all of a sudden." Shouts Thug B.

"I don't know! Where the hell are the prisoners!"

"Wendy are you all right", shouts Lucy as she appears running up the shore towards her.

"YOU! YOU DID THIS", screams Wyvern. His rage manifests itself in a vortex of wind surrounding him. The debris of the ship nearby are tossed away from him by the intense wind.

"Wendy stand back I'm a mage I can handle this."

"No. This is my fight." I say standing up.

"But, he's a mage!"

"You don't have to worry Lucy", says Carla as she arrives on the scene, "Wendy's also a mage, and a strong one at that."

Distracted by Carla speaking to her, she is unable to react as she see's Wyvern launch his twisters at me. Before Lucy can shout a warning the vortex hits me and swirls around me tossing dirt and debris all over the place.

"Ha! That will teach you not to mess with adults little girl."

"This wind. It's weak." I say while standing calmly in the center of vortex. What looks like raging winds feels like a gentle caress to me. Opening my mouth I inhale, sucking in the violent winds that surround me.

"WHAT THE HELL! She's eating my wind!" Shouts Wyvern in surprise.

Having sucked up all the wind I can feel power course through my body.

"I have a question for you", I say looking directly at Wyvern. "I hear you're from Fairy Tail."

After overcoming his surprise at having his attack absorbed he begins to smirk again. "Yeah that's right and we're a powerful guild so why don't you be a good little girl and..."

"How dare you", I say, interrupting him. I take one step forward towards the man feeling the magic inside me starting to bubble up. "There are only two things that I truly hate. First is someone who attacks or hurts one of my friends. Second, is someone who dares to make a mockery of my guild!"

Summoning up all of my magic I coat my body in wind. The intensity of the wind pulls the cloak off my shoulders tossing it away. On my shoulder is a sky-blue emblem of Fairy Tail, one of my greatest treasures.

Focusing all of my magic into my lungs:

"Dragon Slayer Magic: Sky Dragon's Roar!"

A huge tornado of wind blast forth from my mouth slamming into Wyvern and his thugs, sending them flying. The force of the blast launches large pieces of the ship flying, causing them to rain down on buildings all over the port.

"Wendy! You overdid it!" Shouts Carla in worry.

"Eh?"

"Hey this is the city guard, what's going on over there." Shouts a man leading an armed group of soldiers down to the port.

"Wendy we need to get out of here." Says Carla, grabbing her friends hand.

"Right", right I reply while grabbing Lucy's hand.

"Hey wait, what are you dragging me into this for", complains the blonde.

"You said you wanted to join a guild right? Well I'm a member of Fairy Tail so you should join us", I tell her with a smile.

"Wait really? Yes I'm in", says Lucy as the trio run out of town.

* * *

\- Outskirts of town -

"So where do we go from here?" Asks Lucy.

"Our guild hall is in Magnolia. It's a little less than a days journey", says Carla. "But traveling at night isn't safe, but we also can't go to an inn after we stirred up trouble like that. I guess that means we'll be camping."

"Eh? Seriously but I didn't bring stuff to sleep with."

"My sleeping bag is pretty large if you are okay with sharing", I suggest.

Having decided to camp out for the night we find a small clearing nearby and decide to set up camp there. There's a small stream nearby which we can use to get water to drink and cook.

After eating a light meal of foods I had in my backpack, I clean the dishes and lay out my bedroll ready to sleep. Carla has already gone to sleep in her own bedroll nearby, however Lucy is nowhere to be seen.

I hear a splashing noise coming from the river and move to check it out.

"Lucy?" I call out as I approach the river. The moment it comes into view I see a scene I hadn't been expecting, and most certainly wasn't mentally prepared for.

"Oh hey Wendy. I thought it would be nice to wash up before going to bed since I did a lot of running around today", says Lucy turning to me.

Yes, turning towards me. Turning. In the nude.

I feel my pulse quicken as I stare at the beautiful girl in front of me. Her long blonde hair, still wet, clung to her skin which glistened in the light of the stars and moon. Her gorgeous curves stood out against the silvery surface of the water. In particular, her two incredible curves on her upper body.

Seeing those incredible fruits I couldn't help feeling a little jealous, and more than just a little turned on. As soon as I noticed I was getting turned on, I felt a jerk in my nether regions. A clear sign of a certain change.

* * *

So that's it for chapter one!

What? Cliffhanger? Well I guess you'll just have to stick around and see what happens in the next chapter!


	2. Ch 2 Starry Night

Hello it's time for Futa Wendy Chapter 2!

It's about to get really lewd. (/)

Also I've decided to change the writing style a bit. The first chapter was first person Pov, but I feel like second person will be more comfortable. This will also hopefully make the reading more comfortable because I can refer to all characters by name, to prevent confusion. This also let's me tell the story from multiple characters perspectives at the same time. I will still include Wendy's internal thoughts though since she is the central character.

* * *

 _She's so beautiful_. That thought ran through Wendy's mind over and over again as she stared at Lucy. Gazing at her naked body, Wendy felt her face flush deep red. She was glad it was dark so Lucy couldn't see how embarrassed she was. After a few moments she realized she had been staring and she quickly turned away.

"I-I'm sorry! I d-didn't know y-you were bathing!"

"Oh, it's no problem. I bet you're pretty sweaty too. Why don't you join me?"

 _Join her?!_ That idea was all it took too push Wendy past her limit. The mental image of them bathing together, of their naked bodies being close together. The very idea made Wendy start to feel lightheaded, though this was also due to the fact that she wasn't getting enough blood to her brain. Instead that blood was going somewhere else, somewhere dangerous.

Wendy had never seen another futanari before, nor had she seen a naked man so she didn't have anything to compare to, but she had the feeling she was abnormally large. At just over eight inches long and one-and-half inches of girth, her penis was exceptionally large on her small frame. This was a problem because when it got erect it meant that she wouldn't be getting enough blood flow to her head. In this state she tended to act differently because her rational self was not always able to combat her lust.

This meant that she wasn't able to think properly if she got fully erect. Not only that, but her large size could cause other problems. For instance, at the moment she was wearing a loose dress, and that soft fabric couldn't hope to hold back her stiff member.

Using what little focus she had left Wendy tried to hold her member against her self and tried to back away from the river without staring at Lucy.

"Wendy? Are you all right?"

"Eh, ah w-what do you mean? I'm fine! No problem!" Wendy could tell her voice was a bit strained and she was slightly hunched over to hide her bulge. She just hoped Lucy hadn't seen it before she covered it.

"You don't look okay at all. Do you have a stomach ache or something?" Lucy questioned her, concern clear in her voice. Wendy heard movement in the water as Lucy drew closer to the shore where she was. "If you aren't feeling well you should get back to camp and lie down. Do you need me to help you?"

Lucy had been moving closer while talking and now she stood right beside Wendy, leaning forward to look at the smaller girl. Wendy was too embarrassed to meet her eyes so she looked down instead. However, this was a fatal mistake. Lucy's enormous breast were right in front of her eyes, easily within reach, and shining from the water dripping down them.

The stimulation was too much and Wendy tried to push Lucy away, but she was unsteady and ended up falling on her rear.

"Wendy! You're not hurt are you? I didn't mean to scare you I just-"

A pause. Lucy had stopped whatever she was about to say and was staring at Wendy, mouth open in shock. Given the size of the tent Wendy was pitching it was hardly much of a surprise. The hand Wendy had been using to hold her penis against her had been used to catch herself when she fell. That meant that her tower was now standing fully at attention for the world to see; with only the thin cloth of her dress covering it.

"I-it's not w-w-what y-you think!" Wendy stuttered, trying to conceal her erection.

"Wendy... You're a boy?" Respond Lucy, her eyes as wide as saucers.

Wendy felt stung by the words. She clearly wasn't a boy, you could tell just by looking at her.

 _It's because I'm so flat! If I had large boobs like Lucy nobody would mistake me for a boy._

"I-I'm not a boy."

"But... You have that."

"I-I'm a futanari! I have both! And I'm sorry I didn't mean to show you this, you're j-just so pretty that it happened. It's a n-natural reaction it's not like I w-was staring at your boobs or anything I promise. I-it's you know? A psychological thing!"

Wendy was so flustered by the situation that she kept digging her grave deeper without even realizing it. However, Lucy understood her comments and blushed covering up her breasts.

"I see. Um, I've never met a futanari before, but I have heard of them. Are you... going to be alright? That looks like a problem."

 _Of course it's a problem. It isn't going to go down until I relieve myself._

Wendy felt herself close to tears, she had nearly reached her limit for embarrassment. She could feel tears in the corner of her eyes. She was so upset and frustrated by the situation.

 _Now Lucy is going to think I'm some sort of pervert. She isn't going to want to join the guild now because of me. And I thought I had been able to make another friend._

Wendy tried to curl herself up a bit, but her large member prevented her from doing so. No longer able to think clearly and ashamed beyond words she gave up with a sigh.

Noticing the situation Lucy kept opening her mouth trying to find something to say.

"W-Wendy? So um, what happens now? Will it go back to normal after a while."

"It will stay like this until I... pleasure myself." Wendy had already given up on the situation so she decided to be open about it. "Futanari are different from men, or so I've heard. Men can go back to normal after a while if they don't do anything, but futanari stay like this until they cum." It was true. Futanari need to relieve themselves or they would stay erect for long periods of time. Given enough time, a few hours or so, it would go down naturally but given the size it would be a bit of a problem.

"So, that means you need to cum to go back to normal?"

"Y-yeah."

There was a long pause in the conversation as Lucy stared at Wendy and Wendy tried to hide her face. After a few moments Lucy spoke up again.

"You said you got like this from looking at me right?"

"Yes. I didn't mean to though. I was just coming to tell you that the bedroll was laid out and we could sleep."

"So it's my fault that you're like that?"

"N-no it's my own fault! It's because I can control it and I'm such a pervert." Wendy didn't want to pass the blame for the situation, considering the problem was hers and Lucy hadn't done anything wrong.

"Even if it's not my fault, you got like that because of my body right?"

Wendy nodded in response. She was ready to be lectured or verbally abused. It was only natural that Lucy would be angry or put off by her. However, Lucy's response went totally against her expectations.

"Then. Then do you uh, want me to help you with th-that?" Lucy was clearly a bit flustered as she made the suggestion. She didn't like seeing Wendy suffering l, and she wanted to do something to help the girl feel less embarrassed.

"W-what help? But that would mean?"

"I just meant I could, you know, touch it, or something. I don't have any experience with this kind of thing, but I don't like seeing you suffering like this. And besides, you saved me twice today already, so I figured I could at least pay you back. Or, do you not want me too?

Of course Wendy wanted her help. There wasn't even any need to think about it. To be able to use such a beautiful body to pleasure herself.

 _Wait no. She said it was her first time, I need to control myself. I can't just assault her._

Using the last of her common sense Wendy managed to calm her wild thoughts. That had been close, she had almost considered attacking Lucy. But, there were other ways to satisfy her, and Lucy had offered. Wendy didn't want to involve the older girl, but it was just too tempting.

"Then. If you are okay with it. Can you help me?"

"Y-yeah! Just tell me what I should do. I've never done this before so I don't know what would feel good."

Wendy pulled her dress off over her head, and pulled her panties down, though they had already been pushed mostly out of the way by her large rod.

"W-wow uh." Lucy couldn't help letting out a little yelp when she got a direct look at Wendy's large dick. Even though it was dark out her dick stood out clearly against her body, pointing itself skyward.

Wendy moved herself into a more comfortable sitting position with her back against a tree. She then beckoned Lucy over. The blonde moved forward crouching down in front of Wendy.

"So do I just touch it or do I need to do anything special?"

"If you grab it with your hands and stroke it that will feel good."

With a nod Lucy reached forward a bit nervously and took a firm grip on Wendy's penis. A bit too firm of a grip.

"Not so tightly", Wendy hissed out in pain.

"S-sorry" replied Lucy loosening her grip. However, now her grip was too loose. It was causing Wendy to feel frustrated because there wasn't enough stimulation, and it felt like she was getting teased.

"That's too loose now. Here let me show you." Wendy gently took Lucy's hand in her own and gripped down on top of it until she felt that the grip was tight enough. With a nod, Wendy let go of Lucy's hand, and the older girl resumed her stroking. She started off slowly, making sure she wasn't hurting Wendy, before speeding up a little.

Wendy was usually a bit rougher when she did it herself, but the sensation of having someone else do it was just as enjoyable. Not only that, but as Lucy stroked her off her body shook up and down causing her large breast to sway. The motion was almost hypnotic and Wendy couldn't tear her eyes away.

"So, do I just keep going like this? Does this take a while?"

"Eh", said Wendy breaking her gaze from Lucy's breast. "Ah, yeah just keep going it feels really good. But, it would feel better if you used your other hand too."

After being told what to do Lucy grabbed Wendy's shaft with both hands and began stroking. The stimulation of two hands was much greater than just one. Her soft palms were a still wet from being in the water and the moisture felt good against Wendy's hot skin. Every time Lucy's hand brushed against the head of her penis, a shudder of pleasure would run through Wendy's body.

"H-hey Wendy there's liquid coming from the tip. Does that mean I'm doing it right?"

"Y-yeah ah... That's precum it comes out when I start feeling good."

 _She really doesn't know anything about sex_. Thought Wendy. _I wonder if she would be willing to go a bit further_.

The stimulation so far was nice but it felt like something stronger was needed to push Wendy over the edge. She was still conscious enough to know that she couldn't just ask to penetrate Lucy. Instead she came up with a different alternative.

"Lucy do you think you could put it in your mouth?"

"M-m-my mouth?! What? Why?"

"Well I mean... It would feel really good. Not that it doesn't already feel good, but it would feel even better."

"Is that normal? Do people normal put something like this in their mouth?"

"It depends on the person but I think it's pretty normal."

There was a brief pause as Lucy stared up at her.

"Wendy?"

"Yes?"

"From the way you talk about it, do you have some experience with this kind of thing?"

"Ah... yeah. Given my condition... this isn't my first time."

"I see."

Lucy had stopped moving her hands and was staring at Wendy's rod.

 _Oh crap I turned her off by saying I've been with someone before. She probably thinks I'm some kind of pervert! Oh no no no no no no no._

While Wendy's thoughts had become a mess Lucy suddenly jerked forward. Her mouth wide open she took the head of Wendy's penis inside her mouth. Wendy hadn't been ready for that kind of stimulation and she bucked her hips shoving herself into Lucy. She accidentally pushed too deep and Lucy started coughing with Wendy still inside her. Worried, Wendy quickly pulled back her hips.

"S-sorry Lucy! I didn't expect you to do that all of a sudden!"

"Hack... cough... hack... N-no cough... I just did that too quickly." Lucy cleared her throat a few times and caught her breath. "That is what you wanted me to do right?"

"Y-yeah but tell me before you do that. Also don't try to take it too deep you'll hurt yourself."

Taking a deep breath Lucy again gripped Wendy's cock with her hands, lining it up with her mouth. Opening her mouth wide she again took Wendy into her hot, moist mouth. Her hot lips caressed Wendy's glans as she swallowed her penis deeper. After she got half way down she felt Wendy's rod pressing against her throat and stopped. With Wendy's dick in her mouth she looked up quizzically wondering what to do next.

"Can you try moving your hear up and down while sucking on it. Also use your tongue to caress it."

Lucy followed these instructions and began to slowly bob her head. She made loud slurping noises as she pulled back, and wet squelching noises when she went back down. Saliva started to pool in her mouth and leaked from the corners of her lips. As Wendy's cock got coated in saliva Lucy found it easier to move her head.

Once she got comfortable with the movements, she started flicking her tongue to caress Wendy's cock. Wendy gave strong reactions whenever Lucy licked the head, so she focused her attention there. Her caresses found the slit at the top and she licked up the slimy fluid that was leaking out. The fluid had a strong, bitter taste to it.

"Slurp... hmm mmh ahmm.. shuur... mm mmm!"

"That feels amazing Lucy. Keep doing that, I think I'm going to cum soon."

Pressure had been building up in Wendy for a while now. Even though she wasn't very good at it yet, Lucy was giving her all and that made Wendy great. Her tongue worked its way around inside her mouth targeting her weak points.

The stimulation felt so good that Wendy almost forgot to pay attention to the view in front of her. Lucy was bent over with her mouth full of cock while her large backside was up in the air. Wendy had a perfect view of her bouncy butt as she sucked her off.

"Scuurp.. mmm.. ahmm... mmmh... guhh.. hah.. ahm." Lucy kept making lewd noises as she sucked hard on Wendy's rod.

"Ah! That's it! I'm cumming, just a bit more."

The pressure in her hips had reached its peak as Wendy felt her release coming. Taking hold of Lucy's head, she thrust her cock as deep as she could as she shot her load. Tremors racked her body as wad after wad of cum shot out of her cock into Lucy's mouth. In just a few seconds Lucy's mouth was overflowing and she coughed and gagged as excess cum flowed out of her mouth. Finally pulling her cock out, Wendy gave herself a few strokes to ride out the pleasure of her ejaculation. The last few wads of cum flew at Lucy sticking to her face and breast.

"Hah... hah... that was... amazing Lucy." Her intense orgasm had left Wendy dizzy, and she collapsed backwards against the tree.

"S-so that's.. cough cough... what it's like when you cum. You didn't say there would be so much. I almost choked. And there's still so much in my mouth and it smells." Lucy complained about her treatment as she spat out cum and tried to clean off the globs that were stuck to her face. "I guess I'm going to have to wash myself again", she said with a sigh.

After cumming so much, Wendy's erection went down then she and Lucy cleaned off in the river. After getting clean, the two went back to the campsite and went to sleep. The next morning they set out for Magnolia, and Wendy apologized many times for having lost control the night before.

* * *

Afterword:

So that's chapter 2 done. I didn't expect it to be this long. Originally I just planned to write the sex scene but there ended up being quite the lead in. Regardless, I hope you enjoyed chapter 2! Was it everything you had hoped for? I'm sure some of you were expecting actual penetration and sex but it ended up being just a blowjob.

Uh, I don't really have an excuse, I originally planned for it to be a blowjob then a boobjob but it ended up being quite long already so I cut it off there. So what's in store for chapter 3? Well we will be arriving at the Guild and I also want to take some time to explain the world setting, but there will be a sex scene involving penetration next time I promise! See you then.


	3. Ch 3 I'm Home

Hello Sai here, and welcome to chapter 3 of Futa Wendy.

So I would like to address a few things, such as the setting, before I start the story, and all of this stuff will be in the preface section. If you aren't interested in it please skip directly to the story.

A bit of a warning, this chapter does contain sex and it gets pretty intense so if you are uncomfortable with excessive ejaculation/minor inflation consider yourself warned.

* * *

 **Preface:**

I just want to take some time to address a couple of topics for this series and to answer some question I may expect to get.

Wendy: She is a futanari in this setting (there may or may not be others later on, it depends on how I feel). She is a ball less futa meaning she has a dick and vagina but no balls/sack, though she is still able to produce semen (don't ask why, it's magic, literally). At the current time she can't get others pregnant. I haven't decided if she will later or not, it kind of depends on my mood. Also she does have motion sickness in this (which she doesn't in canon until after the one year time skip). She does already know fighting magics and she will be substituting for Natsu for certain events and such, though he will still be part of the story. She is going to keep her shy personality for a while. She starts to get braver around the start of the GMG in canon so I will be doing the same.

Story: I'm going to be following the canon story-line as closely as possible. There will be a lot of sex in this series but I also want to write about the story line also. I feel like writing nothing but sex scenes would get boring for both the reader and me, the writer, so there may be some chapters every once in a while without sex scenes. I am going to be following the main story although certain story arcs will differ. This means that right now I'm going to focus on the initial Fairy Tail cast before moving on to the arcs that introduce more characters.

The World: This takes place in the same world as the normal story except Wendy has been with Fairy Tail from the start. She joined when she was younger (around the time Lissana died) and as such, sort of ended up being a substitute little sister to Mirajane and Elfman. That's the setting I'm going with here. She is also living with the Strauss siblings as opposed to living in Fairy Hills. Now obviously this would change a good bit of some the early arcs, especially the Oracion Seis arc. So how I've decided to handle it is Wendy won't have a major role for some the early arcs such as Moon Drop, and Tower of Heaven. As for the other stuff, well I'll figure it out as I go.

Sex: there will be sex. There will never be anything involving the male characters, although they will still be part of the story. There will be no gender-bending, or furry(exceeds). There will be lot's of F!/F/F/F/F/F/F etc. and maybe some F!/F!

So yeah. That's it for the preface I probably should have put this in chapter 1 but here it is. Hopefully this answered any questions you may have had, now onto the story. This chapter is going to be a long one.

* * *

 **Story**

After an entire day spent traveling from Hargeon, Lucy, Wendy, and Carla finally arrived in the city of Magnolia. The three were tired from their trip, so they were excited to have finally reached the city. Wendy led Lucy through the crowded streets to the far side of city where the Fairy Tail Guild Hall was located.

"This is our Guild Hall", said Wendy when they had arrived.

"Wow", said Lucy. The guild hall was an impressive building with a large emblem of the guild presented at the front. The hall was encircled by a wall giving it a court yard area separate from the street. Wendy lead Lucy up to the large double doors at the entrance before pushing them open and beckoning her inside. From outside she could already hear a lot of noise, there seemed to be some kind of celebration going on.

"Or maybe not", Lucy said when she stepped inside.

The cause of the noise wasn't some party, it was a wild brawl. A number of the guild members were punching and fighting each other in the center of the room, and every once in a while magic would come flying out of the group.

"Uh, Wendy is it safe to go inside right now?"

"Yeah it's fine, this happens all the time", says Wendy in a carefree manner. Brawls like this were a common occurrence at Fairy Tail after all.

"Hahahaha I'm the king of the hill!" Shouted a pink haired boy standing atop a pile of bodies.

"Not yet you aren't fire breath", shouted a boy with spiky black hair who was only in his boxers.

"Pfft", Lucy did a spit take when she noticed he was running around almost nude.

"Huh? You think you can take me stripper?"

"Stripper? Wait where the hell are my clothes?! Gahh!"

As the spiky haired boy was looking around in shock the pink hair boy landed a clean drop kick on him. He fell back onto a man who was drinking, causing the drink to spill. The man shoved the boy off of him and got up.

"What the hell are you two doing!" Shouted the man as he joined the brawl. At this point almost everyone in the hall was engaged in the fight and a pile of bodies had formed in the middle of the room. Lucy couldn't help but think that it looked like the aftermath of a battlefield.

"Oh my, welcome back Wendy how was your trip?" Said a beautiful, clear voice.

"Mira-nee! I'm back."

A beautiful silver haired girl had walked up to them as they stood at the entrance. She was wearing a slim red dress that looked great on her hourglass figure. She was slightly below average height but still not as short as Wendy. Her silver hair reached down to her waist and flowed like a shimmering curtain.

 _Oh my god, oh my god it's Mirajane!_ Thought Lucy as the girl walked up to them. Mirajane was the poster girl for Fairy Tail and she had regular appearances in Weekly Sorcerer. She was one of the top rated girls in the Ms. Magic popularity polls. Lucy had been a fan for a long time, and she was one of the reasons she was so interested in Fairy Tail.

"W-wait did you say Mira-nee?" Asked Lucy having noticed how Wendy responded before.

"Wendy you need to introduce her still", said Carla.

"Ah, right I should introduce you. Mira-nee this is Lucy, Lucy this is Mirajane Strauss." Said Wendy as she introduced the two.

"A pleasure to meet you Lucy", said the model with a smile. "To answer your question, yes she did, Wendy is like a little sister to me."

"O-oh I see", said Lucy. _I hadn't expected Wendy to be so close to Mirajane! Lucky!_

Lucy was over the moon at getting the chance to meet someone so pretty in person. Lucy was about to tell her how she was a big fan when a bottle came flying over and hit Mirajane in the head. The impact knocked her to the floor leaving her dazed but still smiling.

"Mirajane?!"

"Mira-nee?!"

"THAT'S ENOUGH OUT OF ALL OF YOU!" Boomed a loud voice.

Turning towards the voice Lucy blanked out for a moment when she saw it's source. Suddenly in the middle of the room there stood a giant. He was massive, easily twenty feet tall. His eyes were glowing with anger and he had scattered all the people who had been fighting.

"Oh master you're back", said Mirajane as she got to her feet while rubbing her head.

"M-master? That's Fairy Tail's master?" While Lucy was shaking in fear of the giant in front of her, she noticed that he had started to shrink. "Huh?"

When he had finished shrinking he was only about four feet tall. He was an older man with a large gray mustache and bright orange clothes. The anger was gone from his eyes and was replaced with a mischievous glint.

"Now then", said the master walking over to Lucy. "Sorry about that. The kids here are a bit rowdy, but their all good kids. Ahem, I am Fairy Tails master Makarov Dreyar pleased to meet you miss." The master gave her a polite bow after introducing himself. Lucy quickly introduced herself and why she had come. "Oho so you want to join my guild?" With a smile the master walked towards the bar on the other side of the room before nimbly jumping up on top of it.

"Alright everyone what is the most important part of being a Fairy Tail wizard?" Asked the master turning to stare at everyone in the room. "It's family! Everyone in this guild is part of a family and we respect and love each other! Now then family I have some papers here." The old man pulled out a stack of papers. "These are all complaints from the magic council about problems that this guild has caused. They want an apology for each and every one of these. As the master this unpleasant task falls to me." The master glared out at all the people in the hall.

For a moment Lucy couldn't help but wonder if perhaps she had come to a problematic place.

The master broke out into a smile as the papers in his hand burst into flames. "But screw the council! Magic is meant to be used by mages!" A huge roar of approval burst forth from all the members of the guild.

"Hehehe well then Lucy let's get you approved", said Mirajane.

"Yeah!" Replied Lucy with a smile.

* * *

A little while later Lucy was approved to enter the guild and she had the guild mark stamped on the back of her right hand. Afterwords the various guild members gave her their welcome. Wendy was tired from her journey back so she separated from the group and moved to the bar.

"It looks like everyone is excited to have a new member", said Mirajane who was standing behind the bar. "It's been a while since our last new member."

"Yeah! It's like our families gotten a little bigger." Wendy smiled as she saw the others all crowding around Lucy. "Speaking of family I don't see Elfman?"

"He's out on a job right now. He should be back tomorrow if there aren't any issues."

"Hmm I see." Wendy had been hoping to see Elfman since he was the one who told her about the rumor.

"I'm guessing that you weren't able to find what you were looking for at Hargeon then?"

"No it was another bad lead." Wendy let out a sigh as she rested her head on the bar. The polished wood felt good against her forehead. She had ridden on a train twice in the past few days, as well as the time on the boat. She wasn't used to traveling so much and she felt sick.

"Wendy you aren't looking so good. Do you want to head home to rest?" Asked Carla as she came walking down the bar. The cat-girl had disappeared somewhere after they had arrived back. She but her paw on Wendy's head and gave her a soft pat.

"You aren't sick are you", asked Mirajane. "If you want I can make you something to eat."

"I'm fine. I think I'm just tired, I think I'll head home early."

"Alright", replied Mirajane, "I'll see you when I get home then."

Wendy got up from the bar and walked out of the guild accompanied by Carla. Ten minutes later she arrived home. She went straight to Mirajane and her room and passed out on her bed.

* * *

\- Later that evening -

A warm smell filled the air. Wendy could separate the smells of meat, noodles, and vegetables in the scent. Her nose was better than most people's due to her training in Dragon Slayer Magic. Her eyes adjusted to the evening light as she lifted herself up from her bed.

"Ugh what time is it?" Looking around Wendy grabbed her alarm clock. It had been a few hours since she had left the guild, so she must have spent most of that time sleeping. Judging by the smell of food, Mirajane must have come home and was preparing dinner. Wendy felt her stomach rumble, reminding her that it had been quite some time since her last meal. She got up and straightened her hair and clothes before heading down the hall to the kitchen.

"Ah, you're up", said Mirajane who was cooking a large pot of food on the stove. She wasn't wearing the red dress she had been wearing at the guild. Instead she was wearing a plain white dress and a pink apron. She was always meticulous about how she was dressed when she was outside, but at home she liked to dressed a lot more casually. "Dinner will be ready in a little while so why don't you go and take a bath."

"Alright", replied Wendy rubbing her tired eyes. She headed back to her room to grab a change of clothes before heading to the bath. The warm water of the bath felt nice, and she could feel energy coming back to her body. She stretched herself out in the large tub letting herself sink down to her chin.

"There's nothing like a warm bath when you get home", she said to herself. Although she had bathed in the river with Lucy last night, she still felt a bit gross from the long journey. Without meaning to, she had recalled the events of last night and could feel herself blushing. She dived under water to clear her head of those thoughts. "Phuaw" she let a loud breath as she surfaced.

After soaking for a while longer she started washing herself. She started with her long hair which always took a while to clean because of its length. There had been several times she had considered cutting her hair shorter but she liked the way she looked with long hair. She liked it because you could try many different hairstyles like ponytails, twin-tails, or just keeping it straight. After cleaning and rinsing her hair she started washing her body. She started from her shoulders and washed down. When she got to her breast she stopped for a moment.

"I wonder how Lucy's got so big? And Mira-nee and Erza both have large breast too?" Wendy had always been a bit insecure about her figure. She had never hit a major growth spurt so she was still short and flat. Looking at the figures of the other girls always made her envious. "I wonder if there's some way to make them bigger. Maybe I'll try asking Mira-nee about it." Having made this decision she finished washing herself and got out of the bath. After drying off, and dressing she headed to the kitchen. She could feel her stomach rumbling in displeasure at its lack of food.

"Mira-nee I'm finished with my bath".

"Alright can you set the table, this is almost done."

Carla was also in kitchen now reading a book. Wendy went over to the cupboard and got out three sets of bowls and utensils. She laid out everything while Mirajane brought the pot of food over to the table.

"You made a lot tonight. Didn't you say Elfman wasn't going to be back tomorrow?"

"Hmm, I ended up making a bit more than I originally planned. We can have leftovers for a little while I suppose. In any case let's dig in shall we." Mirajane filled both bowls with soup and the two girls took seats opposite each other and Carla sat on the counter nearby. The three ate quietly enjoying the soup.

After two bowls Wendy's stomach was nice and full. While she cleaned up the dinner dishes, Mirajane went to take her own bath. Once she was done cleaning the dishes Wendy headed down the hall to her room. She sat down at her desk and started reading a magazine she had borrowed from Mirajane's bookshelf. It was about fashion and what kinds of things make girls more attractive. There were several interviews with famous models where they talked about their style. Wendy poured over the pages of the magazine memorizing the various tips that the models were discussing.

"Ah that was a nice bath", said Mirajane as she entered their room a little while later. She was patting her still wet hair with a towel as she moved to get clothes from her dresser. She only had a towel around her body, something she only did when it was just her and Wendy. If Elfman were home too she would have brought a change of clothes with her.

Wendy turned away before Mirajane could take the towel off her body to get dressed. She was trying to focus on reading and she knew she wouldn't be able to if she saw Mirajane naked. Honestly it was quite a problem for Wendy that Mirajane was so casual around her. Sure they were like sisters, well actually they were lovers, but staying in the same room like this caused no shortage of complications for Wendy growing up. She often wished she could put up a curtain for Mirajane to change behind but she thought Mirajane would think it was a silly idea. Instead she was always careful not to stare too much.

"Oh, that magazine", said Mirajane as she came over toward Wendy, now dressed in her nightgown. "Since when did you start reading stuff like this?"

"I saw it on your bookshelf and I was wondering if their were any tips about how I could make myself look more womanly."

"Why? You're already a lovely young woman as you are."

"Well... I mean, I'm so small and short. I'm not curvy and my legs aren't long. Also, there are so many pretty girls in our guild and now Lucy joined too. I just don't feel like a girl next to her. And you're also pretty and curvy even though our heights aren't so different."

Mirajane let out a giggle after hearing all of Wendy's complaining. Wendy was a bit peeved at this but Mirajane just pulled her close into a hug. "Sweety you're fine just the way you are. I love you regardless of how you look. I know you're at the age where you're insecure about your body but I promise that you are perfect just as you are." Mirajane's body was still warm from the bath and she had such a soft smell to her. Wendy had been using the same soap and shampoo as her but somehow they had different scents, and Wendy loved her scent.

"I love you too Mira-nee. But I still feel defeated as a woman because of my body. I wish at least my breast would get a little bigger." Wendy patted her flat chest and sighed. Wendy was always envious of large breasted girls, it was almost at the point of being an inferiority complex. "And I haven't had any major growth spurts either."

Mirajane shifted herself so that she was sitting behind Wendy and pulled the smaller girl close. Putting her head next to Wendy's ear she whispered, "I know a trick that's supposed to make them get bigger if you want me to help." Wendy could feel the heat in Mirajane's voice and she felt a chill run up her body. "They say that if you rub them that they will get bigger." Mirajane reached around Wendy's body putting her hands on Wendy's chest.

Wendy felt her face flush and her body heat up because she new exactly where the situation was headed. Elfman was out on a job and Carla was in her room so Wendy had expected this. However, she didn't want to be completely submissive, so she decided to try being a bit defiant. "Isn't that just a rumor. After all I've tried rubbing them myself and they're still small."

"Well", said Mirajane flicking her tongue against Wendy's ear causing the small girl to jump, "I hear that it's more effective if you have someone you love do it." Mirajane rubbed Wendy's small breast in circles, gently massaging them but careful to avoid the sensitive tips. Sometimes she would squeeze inward shifting Wendy's small chest together. When she did this you could clearly see that Wendy wasn't completely flat, but she was so small that you wouldn't notice normally. Even though Mirajane was careful to avoid her nipples, the loose dress she was wearing kept rubbing against her skin. "Wendy. You aren't wearing a bra are you?"

"Mm, no. I don't really need one after all and they just get in the way."

"That's no good Wendy you're a girl so you need to dress properly even in the place where other people can't see. Bad girls who don't follow the rules get punished."

Mirajane quickly jerked Wendy's dress off over her head, leaving her in only her panties, which were quite tight because of her growing shaft. Seeing this Mirajane decided to tease Wendy even more. She grabbed Wendy's, now bare, breast and resumed massaging them. This time though, she was much rougher and she would grab and flick at Wendy's nipples.

"Ahh Mira-nee...mmh my nipples... Ahh! Not my nipples..."

Wendy couldn't help quivering under the intense ministrations of the older girl. Every time one of her fingers rubbed her nipples a shock would run through her body and she couldn't help panting. The stimulation was becoming too intense for her and she could feel her rod starting to react. Mirajane was rubbing her own body against Wendy's back and Wendy could feel her soft breast beneath her nightgown. Mirajane also kept her face near Wendy's occasionally licking and kissing her ear. Wendy's ear was feeling ticklish and the wet sensation wasn't necessarily pleasant. To prevent Mirajane from licking her eat she turned to meet Mirajane's mouth with her own.

The two shared a hot kiss as Mirajane continued her caressing. Their lips were held tight together and they used their tongues to fight for dominance. They both sought to caress and attack the inside of the others mouths so their tongues constantly fought and pushed against each other. They lapped at each others lips and both could feel their body temperature rapidly rising. Taking a moment to breath the two broke apart before resuming their kissing a few seconds later. Their oral battle continued for some time, and at some point during it they had both undressed.

Wendy's rod was as hard as it could be and it was asserting itself against her small frame. It reached above her belly button, tapping her stomach as the two girls moved around. Mirajane moved one of her hands down and started stroking Wendy's shaft.

"Hehe, even if your breast are small you certainly are quite large down here. It's almost gross how big it is on your body", teased Mirajane.

"I'd rather have bigger breast than this thing. It's caused me so many problems."

"Don't say that sweety, it because you have this that we can be so intimate with each other."

Wendy felt uncomfortable with those words. She grabbed the wrist of Mirajane's hand that had been rubbing her shaft, stopping her. "Then does that mean if I didn't have this then you wouldn't like me? That you wouldn't do these kinds of things with me?"

Mirajane grabbed Wendy by her shoulders turning her so that they faced each other before pushing her down on the bed. She leaned down over Wendy so that they were face to face.

"Wendy even if you didn't have that, even if you looked completely different, I would still love you; you know that. Also, you don't think I would do something like this with someone I didn't love do you?"

Wendy shook her head. She knew that Mirajane loved her, but she was at an age where she was very insecure about her body. She was smaller that other girls her age and she had a penis, so she couldn't help but feel different than others. Mirajane had always been their to support and reassure he whenever these thoughts bothered her.

Mirajane leaned forward giving Wendy as soft kiss. Unlike their kisses before this was a soft, gentle kiss, barely a brush of the lips. Mirajane gave Wendy a smile before shifting herself down to her lower body.

"Since you've been so interested in breast lately, why don't I give some special service." Mirajane leaned in giving the head of Wendy's cock a kiss before shifting her body so that her breast were wrapped around Wendy's rod. Her soft mounds squeezed in on Wendy's hard shaft.

The softness was so incredible that Wendy thrust her hips forward unintentionally. Mirajane smiled and began moving up and down caressing Wendy with her jugs. Each time Wendy thrust a ripple would run across Mirajane's breast. The visual stimulation of her breast distorting caused Wendy's rock hard cock to grow even further. This was something that happened on occasion whenever she was stimulated to an unusually large degree. When this happened Wendy's large cock would grow even longer, usually just over ten inches.

Wendy's cock was now long enough to poke out of the top of Mirajane's bust. Noticing this she tilted her head down taking the head into her mouth and sucking. The softness of her breast combined with the hot, moistness of her mouth was too much for Wendy too handle. She thrust her hips hard as she felt her lower body heating up.

"Mira-nee I'm going to cum! I'm cumming!"

Wendy slammed her hips into Mirajane as she felt her climax rapidly approaching. Mirajane felt Wendy's cock twitch as the first wad of cum blasted into her mouth. Pulling her head back Wendy's ejaculation continued, spraying cum all over her face and breast. After her intense ejaculation Wendy fell against the bed breathing heavily.

"Amazing, there's more than usual." Mirajane was wiping the cum off her face with her finger. Noticing Wendy staring at her she gave a wink before licking the cum off and swallowing it. She did this several more times before tilting her head down and lifting her cum covered breast. She slowly licked the cum off the parts of her breast she could reach, giving Wendy an erotic show. She swallowed every bit of cum she could reach with her tongue. Glancing at Wendy she said, "heh, did you like my show? It looks like you've gotten quite hard again."

Indeed the Mirajane had been so erotic that Wendy's boner hadn't shrunk at all. Mirajane moved herself up so that she was straddling herself over Wendy.

"Now then, this time make me feel goo-"

Before Mirajane could lower her hips Wendy used her remaining strength to toss her to the side and switch their positions around. Now Wendy was on top and before Mirajane could react she thrust herself into her moist chasm. Mirajane let out a cry of pleasure at the sudden penetration and her moist walls clamped hard around Wendy's large cock.

Pulling Wendy close she gave the girl a quick kiss. "If you wanted to be on top, you just needed to say so."

Wendy pushed her head forward covering Mirajane's mouth with her own. Locking the older girl in a hot kiss, she began thrusting her hips. Mirajane was already soaking wet, likely from getting excited from giving a tit-job. Each time Wendy pulled her cock back a splash of fluid would accompany it making a lewd, wet noise.

"Mira-nee, you're so wet. Did you like giving me a titfuck that much?"

"Actually ahh... I started getting wet hah ahh... when you came in my mouth... hmm ah.. And I got really wet when I was licking up your cum."

"Oh? You're ahhh... quite the pervert aren't you? Getting so turned on from drinking cum."

"I ahn can't help it. I love how your cum tastes."

"You're this turned on... even though I'm like a little sister to you. You're... so perverted Mira-nee. I love it."

Wendy was still sensitive from having come just recently and she could feel another ejaculation building up. To stave it off she switched from thrusting to rotating. She shoved her cock as deep as she could before moving her hips in circles. While doing this she carefully assessed what parts of Mirajane were the most sensitive. Having found a spot that gave a good reaction she resumed thrusting while aiming at that spot.

"Ahh... so... so good... right there ha... more... pound me deeper... fill me with your huge dick... make me cum!"

Mirajane had become a mess as she got more and more turned on. From her position above Wendy was able to watch as Mirajane's large breast swayed as her pussy got pounded. The soft flesh rippled and bounced and the pink tips danced around. Entranced by the view Wendy leaned forward grabbing Mirajane's breast in her hands. Squeezing down, she caused Mirajane to raise her voice and moan even louder.

"Yes! Yes! Hahn... squeeze my breast... hit me as deep as you can...ah I'm gonna! I'm about to cum... more keep pounding ahhah... me deep...more, more, more! Cum inside me... Wendy... fill me ah... with your heat!"

Wendy felt her lungs burning as her body craved air. Her muscles were hot as she used all of her strength to slam into Mirajane's soaked pussy. The mix of visual, verbal, and physical sensations finally pushed Wendy over the edge. Feeling her self about to erupt she took one last deep thrust into Mirajane, slamming herself as deeply as she could. Mirajane climaxed at the same time and she bucked her hips, her tight insides crushing down on Wendy's huge penis.

Wendy could swear she felt something in her head snap as she felt her brain blank out in pleasure. Despite having cum not to long ago, she still unloaded a huge load inside of Mirajane. In mere seconds overflowing semen was rushing out from her depths, forming a pool on the bed. But her ejaculation just kept going and Wendy, worried, pulled her self out of Mirajane who had swelled a little from the incredible quantity. She shot a shower of cum on Mirajane, covering from head to toe in a layer of white fluid before her ejaculation finally ended. Mirajane herself was still twitching in the afterglow of her orgasm.

"In-incredible", said Mirajane, her voice cracking and eyes glazed over. "There's so much. There's never been this much before."

Indeed, Wendy was stunned at how much she had cum. There must have been at least a gallon of semen on Mirajane and the bed. Normally that much would be impossible but Wendy was aware that her semen was partially a condensed form of her magical energy and not actually all body fluid.

"I like the flavor, but I don't think I can drink this much", said Mirajane as she managed to come back to her senses a bit and staring at all the semen. "And I don't know about sleeping in a pool of it."

Wendy couldn't help but agree. Even if it was fluid she had produced, she didn't much like the idea of sleeping in it, and the bed was soaked in it. Mirajane, herself, had cum dripping from her body as she got up. As she got up a semen flowed from her hole, a clear indication of just how much had been pumped inside.

"I think I need another bath." Mirajane said with a sigh. "And I suppose I should be happy that you can't get me pregnant, because with this much there's now way I wouldn't be."

After taking a bath together the two threw Wendy's bed sheets in the washer. The two were tired from their session and fell asleep together in Mirajane's bed.

* * *

So there it is. Wow this one ended up being quite long. Sorry about this being a bit later than I had originally promised but I've been busy with college stuff. I have finals in 2 weeks so I'm going to have to start focusing on those. I may have time to work on another chapter for this, but school comes first so I'll have to wait and see.

Anyway I hope you enjoyed this chapter, I thought it turned out pretty well. It's about twice as long as the other two chapters. What did you think about the sex scene? Just for reference the sex scene alone is 3 MS word pages long, damn! Also, this particular chapter is 8 MS pages long. In any case I hope you liked this and found this to be sexy enough. I haven't written too many sex scenes but I think this one came out pretty well. So you might be wondering which girl is next (and for the first few chapters they will be predominantly 1 on 1, group stuff will come later). Well I just give you a hint, she's a big fan of cake.


	4. Ch 4 My Sword to Serve

Oh hi, I'm Sai! It's time for chapter 4!

Okay so there are three things I need to address apparently. Firstly, yes Cheria (or Sherria if you like that. I'm used to Cheria so that's what I go with) is going to show up later on, stop PMing me. Second a lot of people think I need to make Wendy more vocal during sex. I'll try, dialogue is one of my weak points in writing so I am trying to work on it. Lastly, here is the list of characters that know Wendy is a futanari currently: Mirajane, Elfman, Master Makarov, Erza, Laxus, Porlyusica, and Lucy.

Also this is going to be a pretty important chapter because I'm finally going to do some explaining about in universe futas. Now with that out of the way, it's time for Wendy to unsheathe her sword, if you know what I mean.

* * *

It had been a week since Wendy had returned from Hargeon. At first she just thought she was still motion sick from not being used to traveling, but over the past few days she hadn't had much energy. Not only that but here libido seemed to be fluctuating constantly. She would have brief moments where her body felt incredibly hot and other times she would be unable to muster any reaction at all. Mirajane and Carla had noticed her unusual behavior and they decided that something must be \wrong with her, so that asked the guild master to talk to Wendy because he was one of the few people who knew about her condition. The four of them all gathered in a private room at the back of the guild hall to talk.

"Mirajane says that you've been feeling down lately. Is everything all right?" Asked master Makarov.

"I don't know. Sometimes I feel normal, then suddenly I have no energy and my magic power weakens." Replied Wendy. "My body feels heavy and my temperature keeps fluctuating."

"She was fine while we were at Hargeon so I don't think this is related to motion sickness anymore", said Carla. "If it was she would have been sick while we were there, but her motion sickness didn't last long after we had arrived."

"She was mostly fine when she first got back too. She said she thought it was just motion sickness but do you think she caught something while she was at Hargeon?" Questioned Mirajane.

"Hm that is certainly a possibility." Chanting a spell a magic circle appeared in front of the master and he pointed it at Wendy. The magic circle traveled around her body scanning her. "I don't sense any unnatural magic on her so it's not a curse or spell. I'm afraid my knowledge of these things isn't the best. I suppose... It would be best to ask her."

"By her do you mean?" Asked Mirajane.

"Yes... for now stay here and rest Wendy." Said the master as he left the room. Carla and Mirajane kept her company while they waited for the master to return.

* * *

-Some time later-

"If you're the one calling me out here it must be something serious. And if it's not I won't forgive you for wasting my time, you know I hate coming into town." Wendy heard a rough grouchy voice coming towards the room where she had been waiting.

The door to the room was flung open and a tall, older pink haired woman carrying a bag strode into the room. She flicked her gaze on the three people in the room before settling on Wendy.

"This is her?" Asked the woman.

"Yes", replied the master who had followed her in, "Wendy this is Porlyusica. She's a specialist when it comes to magical ailments and sicknesses."

"Hmph", huffed the woman. "Alright tell me what your symptoms are, I want to get this over quickly." Wendy explained what she was feeling and about her condition. Porlyusica listened carefully while looking the small girl over. "I see... Please strip for me."

"Huh?" Wendy thought she had misheard.

"Strip I said. Remove your clothes. Undress, was I not clear? I need to take a look at your body so I can diagnose you." The woman put her bag on a nearby table and pulled various instruments from it. She was pretty rough speaking and it was clear that she didn't like being here.

Wendy got up and started to take her clothes off as instructed.

"Alright master", said Mirajane. "Please wait outside, girls need privacy." Makarov was pushed out the door by Mirajane while complaining that he was being treated poorly.

Now undressed Wendy sat back down on the bed as Porlyusica came up to her.

"Lift your arms to shoulder height." Wendy did as instructed and Porlyusica took some measurements and poked and prodded with her tools. "Stand up and keep your legs shoulder width apart." Wendy again followed instructions, but she was embarrassed since her whole body was on display. "Please turn around." Wendy turned keeping legs apart so that her back was to the woman. After a few more measurements and examinations the woman told Wendy to sit back down.

"Alright I just have a few questions I need to ask. First how large are you when you are erect?"

"Eh? Uh, usually about eight inches I think." Wendy blushed at the sudden, explicit question.

"Usually? Are their time when you get larger or not as large?"

"Um, sometimes it gets bigger, but I'm not sure by how much or why."

"I see" she said jotting down notes. "Are your ejaculations pretty regular?"

"I-I think they are normal."

"I was referring to the volume. Do you always ejaculate the same amount or have there been any sudden increases or decreases?"

"Lately they've been larger."

"Hmm. You said you've been getting erect lately even without stimulus correct?"

"Yes. My body seems to just heat up suddenly."

"Do you usually get fully erect when this happens?"

"Sometimes."

"Do you relieve yourself when this happens or do you just let it go down?"

"Uh, if it g-gets fully erect I have to m-mas... Uh, relieve myself or it doesn't go down. If i-it doesn't get fully erect I usually leave it alone." Wendy's voice shrank as she reached the end of her sentence. She knew Porlyusica was asking these questions to help her, but Wendy was really uncomfortable.

"I see." Porlyusica took down more notes while talking. After she read back over everything. "Alright you can put your clothes back on, I'll get Makarov."

Wendy got dressed while Porlyusica called back the master.

"Unfortunately I'm not very familiar with futanari ailments. Wendy is the first one I've ever treated, as such I am unable to give her a clear diagnosis." Reported Porlyusica while checking her notes again.

"I see, I guess we may need to contact a specialist", replied Makarov.

"I think you'll find specialist hard to come by", said Porlyusica. "I know someone who is knowledgeable about futanari, but she never leaves her home."

"Sounds like someone else I know", said Makarov with a glance at Porlyusica. She merely glared at him coldly in response.

"However", she continued, "reaching her isn't easy. She lives alone in Willeo Canyon. If you want her help you'll have to go there to meet her. Her name is Apoth."

"Willeo Canyon! Why in the blazing hell would someone live there?" Makarov was shocked and appalled by this information. His reaction made the others uncomfortable, because he was normally able to keep a cool head.

"I've never heard of Willeo Canyon", said Mirajane.

"That's because it isn't a place many people visit. It's at the north end of the continent. Although we call it a canyon it's actually a low elevation swamp. The area is covered in natural geysers which caused the area to sink unnaturally low over time. Because of this it's become extremely dangerous because the temperature inside can get hot enough to kill. Even the fumes that come from the geysers there are toxic."

"How can someone possibly live there then?" Asked Carla.

"There are a number of ways, magic, medicine, or in Apoth's case, acclimation. She's studied the toxins there for a long time and has developed an immunity to them", answered Porlyusica. "In any case Makarov is correct, Willeo Canyon is a dangerous place, but Apoth is very knowledgeable about futanari. Anyway, I've done what I could so I'm leaving now." She handed her notes over to Mirajane. "Bring these if you decide to go to her." Porlyusica then got up and left the room swiftly, clearly wishing to not stay there any longer.

"Well master, what do you think?" Asked Mirajane while giving Wendy a concerned look. "Even if it's dangerous we can't leave her like this."

"I agree but, there's no one at the guild right now that could escort her to Willeo Canyon. I can't send just anyone to such a dangerous place. For now let me think about this." As the master was speaking a loud cheer came from the guild hall. "Hrm? What did those kids do this time." The master moved out of the room and out towards the front area of the guild.

Wendy and the others followed and it was soon clear what the cause of the commotion was. There was a huge stack of luggage in the middle of the room along with a huge horn. Everyone was crowding around the person standing next to it.

"Oh, this is perfect timing", said the master. "Erza welcome back. It looks like your mission was a success." The person in the middle of the crowd turned towards the master's voice when he called out.

"Master! Yes it was nothing I couldn't handle. I trust everything has been going well while I was away", replied Erza. Erza was a tall redhead who was almost always wearing armor. She had what most would consider, perfect proportions. She was calm and composed, and carried herself with confidence. She was one of the five S-ranked wizards at Fairy Tail, meaning she was one of their strongest.

"There's been no major incidents but... I hate to ask this of you when you've only just returned, but you're the only one who can handle this job."

"Something only I can handle? If it's something urgent, I can set off right away." Erza thumped her gauntlet covered hand against her chest-piece showing her readiness to act.

"Yes well, the sooner it is handled the better. For now take care of your stuff, we can talk about this later, in private."

"Of course. Sorry everyone I'll tell you about the job another time." The crowd was disappointed to not get to hear her story, but they spread out and went back to what they were doing before. Erza then left the guild hall with her luggage.

"Wendy, I'm going to have Erza take you. Are you all right with traveling with her?" Asked master Makarov.

"Of course", replied Wendy. She and Erza had been friends ever since Wendy had first arrived; although around that time Erza and Mirajane had argued a lot. She was an older friend that Wendy trusted and knew she could rely on. She was also one of the few people who knew Wendy's secret.

* * *

-Some time later-In a back room at the guild hall-

"I understand I can take Wendy there right away." Makarov had just finished explaining to Erza what Porlyusica had told them before. It helped that Erza knew about Wendy already. "I can gather my stuff to leave and be ready in less than an hour."

"Now just a moment Erza. You just got back from a long job and it's already evening. For tonight you're better off resting and then setting out in the morning", replied the master. "While I am concerned about Wendy she isn't in any immediate danger so waiting until tomorrow shouldn't be a problem. Is that alright with you Wendy?"

"Eh? Ah, yes that's fine. I don't want Erza to overwork herself." Wendy had barely been paying attention to the conversation for a while now. Her body felt really hot, just looking at Mirajane or Erza was enough to get her excited right now. Her magic energy was really low and she felt light-headed.

"Wendy you're not looking good. Give me your hand I'll take you home", said Mirajane.

"Mm", muttered Wendy with a nod of her head. Mirajane led Wendy out while Erza and the master continued talking. Mirajane walked her home and laid her down in bed. She offered her food but Wendy didn't have much of an appetite. Eventually she fell asleep, but she was plagued by feverish nightmares.

* * *

-The next morning-Guild entrance-

"Alright I've got everything I need", said Erza hoisting her backpack.

"Mm, you can take a train to a small town on the outskirts of the canyon but you'll have to find Apoth's house on your own. Be careful of the poisonous fumes, I've heard they drain your magic energy", warned master Makarov.

Erza took his warning to heart as she set off with Wendy following. She hadn't spent much one on one time with the younger girl so she was excited to get to spend time together. Erza had always been thankful of Wendy, because her showing up had helped Mirajane and Elfman to recover from the loss of Lissana. And now, she was getting the chance to help her in return.

The two took a train all the way out to the little town on the outskirts of the canyon. The train ride took about half the day, and Wendy was severely ill the entire ride. Erza had a theory that Dragon Slayers all got motion sick, although she was only familiar with Natsu and Wendy.

Erza had hoped to talk with Wendy during the ride, but Wendy was in no state to talk. Between whatever illness she had and her motion sickness, it was a miracle she managed to stay conscious the whole time. By the time they arrived Wendy was in a dire state, so Erza decided it would be quickest to carry the small girl.

"Erza I'm sorry. You're doing this for me, even though you're already going out of your way to bring me here." Wendy couldn't help but feel like a burden when she wasn't even able to walk.

"It's not a problem. Natsu has the same problem so I'm used to carrying people."

As the two reached the edge of the canyon they could smell a horrible stench drifting up from below. Wendy used her sky magic to clear the air around them and to prevent them from getting poisoned. Erza descended as quickly as possible, while staying alert for anything unusual. She hadn't been to this area before and so, she didn't know what to expect. In less than an hour she had reached the bottom of the canyon. The weather had been nice at the surface but down inside the canyon it was incredibly humid. The area around them was almost swamp like apart from the incredible heat and lack of plant life. Erza tread carefully through the maze-like marsh, making sure to avoid any and all of the geysers. There were a number of caves and crevices along the walls of the canyon and Erza looked through each of them searching for their destination.

After nearly an hour of searching Erza was beginning to feel panicked. Wendy had passed out from the heat and she wasn't doing much better. Without Wendy's sky magic she could feel her magical energy slowly depleting from the toxic swamp fumes. She had re-quipped into heat resistant armor but the harsh stench and humidity was wearing down her resolve. Finally, she saw what looked to be a building cut into the side of the canyon. She wasn't sure if that was her destination, but anything was better than staying out here. Erza rushed towards the building, not paying attention to the area around her. Her feverish state had robbed her of her composure, and it was because of this that she was caught off guard. She felt her foot sink deep into the warm, soft ground. She looked down to see that she was already thigh deep in the swamp. Her leg was burning hot from the heat of the swamp, and had she not been wearing magically heat resistant armor she probably would have lost it. Scared for herself, and the girl she was carrying, she mustered all of her strength and climbed out of the muck. Being more careful she dragged her weary body forward through the muck.

With the last of her strength she managed to reach the building and stumbled through the entrance. The inside was a lot larger than she had expected and it felt unusually cool. She was able to detect some form of barrier surrounding the place and assumed it was to keep the heat and fumes out. The cavern had been carved into the side of the canyon and most of it was made of stone. Erza hadn't actually entered the building as she had thought, but rather she had ended up in a sort of courtyard that was built in a cavern. Despite being underground, where sunlight wouldn't reach. there were beds of flowers and even a tall tree in the open area around her. Small globes of light floated near the roof giving off enough light to see the area around her. Towards the back of the room there was a small wooden house and Erza could see light from the window. Erza began to move towards the house when a voice called out to her.

"Oh my, I don't usually get many visitors, do I? Though I must say, you should at least wipe the mud off your feet before treading through someones home, hmm?" The speaker had appeared right next to Erza without her being able to detect her. Even though she was tired, Erza was startled that this person had gotten the drop on her. The speaker was a small, older woman with gray hair. She was leaning on a walking stick that was nearly twice her height.

"Are you Apoth?" Asked Erza.

"Am I? It depends on whose asking, doesn't it? Isn't it proper to introduce yourself first? Or have children these days lost all of their manners?" The woman had an usual style of speech and she rocked back and forth while staring at Erza. She ended all her sentences in a questioning manner that left Erza confused.

"My apologies, you're correct. My name is Erza, I've come seeking your help for my friend here, her name is Wendy."

"Well that wasn't hard was it? Seeking help are you? I suppose there are many people who seek help but what exactly is it that you are looking for? I imagine it must be something important if you were willing to come to a place like this, no?" The woman had dodged Erza's earlier question and instead had launched a barrage of her own.

"I can't talk about the problem to someone who isn't Apoth because it's a private matter. Now if you aren't Apoth, would you at least tell me where I can find her?"

"Did I ever say that Apoth wasn't who I am? I don't think I did, did I? If it is a problem you need fixed, perhaps I might have an answer, wouldn't you agree? In any case, take off those muddy close and come inside, won't you?" The little woman padded off towards the house at the back. Erza was tired and the woman's personality was beginning to anger her. Nonetheless, she re-quipped back to her normal attire before following the woman inside.

The inside of the house was full of shelves. Some had books on them while others had plants and dead animals on them. Erza felt a bit unsettled by some of the grotesque displays. The woman led Erza to a room in the back with a bed in it. She pointed at the bed and Erza laid Wendy down on it.

"Now then, there shouldn't be any prying eyes or ears anymore. I suppose I should introduce myself, I am indeed Apoth." The woman had stopped speaking in questions and was now directly talking to Erza. Her personality shift left Erza confused for a moment. "Now then", said the woman pulling a chair from a nearby table, "what is it that you need from me?"

"We were told that you would be able to help my friend here. She's been ill lately and we were told that it wasn't a normal illness. The person who checked her out suggested that we come to you."

"Hoho, I see, I see. I suppose it's only natural. So she's one then is she? Ah, it's been quite some time." Apoth was muttering to herself while gazing over Wendy who was still unconscious. "Wake her up I need to get some things." The small woman hopped down from her chair and scuttled out of the room. Erza followed her instructions and shook Wendy awake. Wendy's skin was still unnaturally hot to the touch.

"Huh? Ah, uh. Erza? Oh, ah where are we?"

"We're in Apoth's house. You passed out earlier."

"That's right... Sorry, you carried me here didn't you?"

"Oh, it's alright, are you feeling okay?"

"Mm. My body feels kind of heavy, and everything looks a little blurry."

"I see. Well just take it easy for now, Apoth went to get some things but she should be back soon." Just as she was finishing speaking Erza heard rustling going on nearby. Apoth again entered the room with a tray of plants and some other things. Erza stayed on alert still not certain if they could trust this small woman.

"Ah, awake are you? You have it pretty rough, I know. Now then, who exactly told you where to find me? There aren't many people who know of me."

"We were told by a woman named Porlyusica who helps out our guild", replied Erza scanning the plants that Apoth had brought with her. She wasn't familiar with most of them and she was a bit worried about what they were going to be used for.

"Oh! Porlyusica. Now that's a name I haven't heard in a while. I'm surprised to hear she still talks to people. I thought for sure she had shut herself out from the world. In any case young lady I need you to sit up so I can take a look at you." Apoth shuffled over to the bedside and helped Wendy into a sitting position. "Now then I need you to undress."

Wendy was still physically exhausted so Erza had to help her to undress. Erza gave a little start when she pulled down Wendy's panties. The small girl was swollen and erect even though she was in poor health. It was the first time Erza had ever seen something like this in the flesh, although she did have a number of books in her room.

"Well", said Apoth her eyes wide open. "You're quite large for your small frame aren't you? Almost as large as I was when I was younger."

"Eh? Then does the mean you're also..." asked Wendy.

"Of course. Futanari are a rare species, that's why the best doctor for a futanari is another futanari. I've been studying the condition most of my life, but there are still many things that I have yet to learn. Only about one in every five-hundred million females are futanari. Ah, getting back on topic I have several questions I need to ask you."

"Oh that's right!" Erza spoke out loudly when she remembered the paper Mirajane had given her. "I have notes that Porlyusica took when she was examining Wendy before." Erza fished the notes out of her backpack and handed them over to Apoth who gave them a quick and thorough read.

"Hmm. I see. As expected of her I suppose. She's not a specialist but she still knows what questions to ask." Chuckling, Apoth moved over to sit in her chair again. "Let me start by saying, that I am familiar with what is happening to you. What you are experiencing is not a disease but rather a sort of growing phase."

"It's not? But she's been suffering strange symptoms for a while now", interjected Erza.

Apoth raised her hand quieting the knight. "How much do you two know about futanaris?"

"I only know the basics", said Erza.

Wendy nodded in agreement with her. Neither of them knew more than what was on the surface.

"I see. Well let me give you a brief history then. Futanaris have existed for as long as anyone can remember, but they are an extremely rare species. Additionally, there has never been a futanari that can not use magic. In fact, most of them have been noteworthy mages for one reason or another. This is because a futanari's penis is different from a mans, in fact it's different from any other body part, male or female. They are a growth on the body that is caused by magical energy manifesting itself outwardly. In general the size of a futanari's penis is also an indication of how much magical energy they have. For this reason futanari are typically considered female even though they have both sexual organs. At a young age futanari are just normal females. The penis doesn't usually appear until around six to seven years of age. Are you following so far?"

The two girls took a moment to process the information before nodding. Erza glanced at Wendy who was clearly a bit unsteady in her sitting posture. She moved behind her so Wendy could lean on her for support. Wendy appreciated the feel of the cool armor Erza was wearing against her heated skin.

"This is the main reason why a futanari usually can not get a woman pregnant. The fluid released during ejaculation is usually about ninety-eight-percent magical energy and only about two-percent semen. Because a futanari is genetically female they are only able to produce a small amount of actual semen. This means that a futanari can still impregnate someone but it is incredibly rare. Also because you are still young and your magical powers are still growing, you can expect your penis to also continue growing. If I had to guess... By the time you are finished growing you will likely be around sixteen inches at least."

Sixteen inches?! Wendy couldn't believe she was only about half as big as she could expect to be later on. She already got unstable when she got erect, she couldn't imagine what would happen if she were twice as big. Plus, it was already inconvenient at its current size. There was no way she would be able to hide it if it was twice as long.

"Now then have either of you ever met any other futanari before?" The two shook their heads. "Then I'll also tell you about some of the physical aspects of them. In general futanari are all below average height and tend to have underdeveloped bodies." Apoth pointed at her own body and then at Wendy's indicating that they were both quite small. "I believe this is due to the fact that the magical energy in their bodies causes different parts of them to grow or change so they never end up getting very tall. Take me for example", Apoth stood up straight. At her full height she was only about four-and-a-half feet tall. "If I had to guess, you will probably grow a bit taller, but I don't imagine you ever getting much taller than five feet. Additionally I've never encountered a futanari with a large bust or an adult looking body."

Wendy was horrified to realize that her body would never physically mature. She had always dreamed of having a tall curvy body, but this information was destroying that dream.

"Now onto the reason that you came all the way out here. I said that your problem is not an illness and I meant it. What you have been experiencing lately, is what's called a growth burst. It happens whenever your magical powers undergo a sudden increase. The reason your penis has been larger at times lately is also because of this. As I said before, your penis is a reflection of your magical energy. To put it simply, it's like a magical puberty, and it can happen more than one time in your life. During this time you are going to have to deal with it as best as possible, and also relieve yourself fairly often. The reason you've been sore and tired is because there has been a large build up of magical energy in you that wants to be let out. This magical energy is weighing you down and can even be poisonous to your body if it accumulates too much."

Wendy's cock had been fully erect through out the entire conversation and Erza couldn't help but stare at it in curiosity. The more she learned about it, the more interesting it seemed. If the size indicated ones magical power she wondered if that meant Wendy was actually a lot stronger than she seemed. Also, if the ejaculate of futanari's was magical energy; that would mean that their bodies could temporarily store an excess of magic power.

"Until the growth period ends you need to relieve yourself regularly. not just when you are fully erect. It may seem a bit rough but two to three times per day should be enough. On that note, I also want to explain a possible problem that can come from having a partner." Apoth turned her gaze from Wendy to Erza as she continued to speak. "A futanari's sperm is almost entirely magical energy as I said before. That means that if you have sex with someone you are injecting magical energy directly into them. Not only that but the sperm of a futanari causes the recipients magical energy to grow also. However, you need to be careful because there are many people who would target you if they find out what you are for this very reason. That's the entire reason I've secluded myself in a place like this. Someone as young as you needs to be even more careful because unlike me you are still physically attractive. While I can still produce most people wouldn't be interested in a little old lady like me."

The implications of Apoth's words sank in and Wendy couldn't stop a shiver of fear. It was scary to think that she could be attacked or kidnapped for her sperm. She had always been careful to let as few people know about her condition and it looked like that had been a good decision. While Wendy was lost in these thoughts Apoth had mixed some of the plants she had into a glass of water.

"Here drink this. It should let you regulate your magic with ease. After you drink I suggest relieving yourself a few times. You can use the bathroom next door, it will be less of a clean up that way." Apoth let out a wry smile as she said this. "I'm sure it must be embarrassing to be told things like that, but if you bottle it up it can seriously hurt you. Alright then, if you'll excuse this little old lady, I haven't talked this much in a long time and I'm quite tired. You two can take as long as you want, but come speak to me before you leave, I have something to give you."

Apoth stretched as she stood up from here chair and padded out of the room, leaving the two alone. Erza wasn't sure what to say. They had both learned an incredible amount about Wendy's condition. Not only that but, the implications Apoth had hinted at as she left were making Erza blush deep red. Wendy was so physically weak at the moment that she wouldn't likely be able to pleasure herself. Erza wasn't an expert but she had read a number of books about it and it seemed that it would require a good deal of physical energy.

"Erza, sorry to keep being a burden, but do you think you can help me move to the bathroom?"

"Eh, huh, right now? But my heart isn't ready yet. These things are supposed to happen in stages you know. It's not that I dislike you, but I only know the basics so suddenly doing something like that would be a bit too much. Ah, I do understand that you need to be relieved but I haven't even bathed, er even if we are going to the bathroom I mean... I ah." Erza was so flustered that she started speaking without thinking.

Wendy turned to look at Erza in confusion. She hadn't meant to have Erza do anything for her, but Erza seemed to have thought a bit too far ahead. Normally Wendy would consider taking advantage of the situation to have Erza help, but right now she just wanted to calm her body down. She got to her feat unsteadily, leaning on the wall for support as she started moving towards the door. Her legs felt like mud and she was honestly not sure if she would make it. At that moment she suddenly felt the ground disappear beneath her feet and she found herself being carried in Erza's arms.

"Sorry Wendy. I wasn't thinking clearly." Erza was still flushed but she looked sorry, although she did avoid eye contact and looking... down there. She effortlessly carried the small girl into the bathroom next door. The bathtub was rather large and carved into the floor. It looked like a bath you might see at a bath house, but it was too small for that. Considering Apoth's profession Erza could imagine why the bath was designed like this. She grabbed a towel from a cupboard and laid Wendy down on it. The two of them stayed there like that for almost a minute in silence.

"Um, Erza? It's embarrassing if you stare like that..."

"Oh, of course." Erza hadn't realized she had been staring so intently. With an audible gulp she reached out and touched Wendy's shaft. Feeling her touch, it jumped in response and Wendy let out a little yelp. "Sorry! Did I hurt you?"

"N-no I just hadn't expected you to touch it. I-I can do this myself..." Wendy reached out her hands and grasped her shaft stroking slowly. Her face showed that the movements were a lot more straining than she was letting on. When Erza had picked her up a moment ago her body had still felt feverish. Unable to just watch Wendy struggle Erza again reached out and took a grip on Wendy's member. "E-Erza! I said I could do it. You don't need to do this for me. It's dirty and unnatural."

"You're clearly in pain, just lay there and trust in my technique." Erza tried to sound confident but she had no experience in this kind of thing. She decided to quote some things she had read in books before. "I just have to stroke you and make you feel good right? I can't believe you feel good from something like this." She took a firm grip before Wendy could refuse, causing the smaller girl to gasp. Erza used both of her hands to grasp Wendy's large member and she began pumping it up and down. Her hands could feel it throbbing in her grasp and she felt the contours of the veins and folds of skin. Her attention had Wendy panting in no time. "You seem to be enjoying this don't you? I'm only using my hands but you're already twitching, how pathetic."

"Ahn ha hah... I'm sorry... ah there... it feels good... more... I'm a pervert so please... ah ah more."

In order to stroke it more easily, Erza was leaning forward over it. Because she was so close she could smell the scent coming from the fluid, and it made her body heat up. Erza wasn't sure if she was getting excited from the situation or if the smell was acting like pheromones but she was soon panting too.

Wendy could feel Erza's hot breath against the tip as she rhythmically pumped her. Erza's hands were incredibly soft for someone who spent so much time swinging swords. Her grip was also incredible and she applied pressure to exactly the right spots as she jerked Wendy off. Wendy was panting and sweating heavily as she felt her ejaculation building up inside her.

"E-Erza!"

A jet of fluid erupted from her cock and sprayed directly at Erza. Erza gave a small yelp as the ejaculate splashed her face. She let go of Wendy's cock in surprise and it bounced around as it let out a torrent of cum. Because Wendy was laying down, a lot of the fluid shot straight up and landed back on her body. By the time her ejaculation had stopped she was covered in her own fluid.

"In-incredible. You said there was a lot, but this is insane. This is way more than what was in those books I read", said Erza as she wiped cum from her face. She gazed at the fluid for a moment before licking it off her finger. She grimaced a bit as it entered her mouth. It was a lot more bitter that she had expected, and she couldn't say she liked it. "I suppose we should get you cleane- eh?" Erza looked over to Wendy to see that the girl was still fully erect. "Wait, wait, wait! You came that much but you're still hard?"

"Uh, I usually cum a lot more than that. I think if I cum three more time I'll be good." Wendy was feeling a bit better after shooting off a load. It was Apoth had said. The back up was causing her to feel tired and was draining her energy. "T-thanks for helping me. I feel better now, I can do it myself now."

"Huh? O-oh right... Ah yeah of course." Erza looked around uncertainly.

"By the way... What was with those things you were saying? You were kind of mean."

"Eh? I-I read those in a book and the person in the book seemed to enjoy it. Erza hadn't been paying attention but she had gotten turned on when she was tending to Wendy. "If... if you want I can keep helping."

"But, I mean, this is kind off."

"Y-yeah. I'm just a bit interested. If it's alright I don't mind continuing."

Wendy hadn't expected the older girl to be willing to continue helping. She felt like she had been a burden already so she couldn't bring herself to refuse Erza's offer. "Then... if you would please. But I would prefer it if you didn't say things like you were before."

"Y-yeah sorry." Erza nodded and began to undress.

Undress?

"W-wait why are you taking your clothes off?"

"Huh? We're going to continue aren't we? The next part means I need to be naked too. And we're in the bathroom anyway so it seems more natural. We bathed together when we were younger didn't we?"

"I-I-I think you might be a bit confused here. We can't just have s-sex."

"Really? Isn't that happens when a man and woman are turned on by each other? Er, futanari and woman I mean. I read that guys like it when the woman takes initiative."

"No! You're only supposed to have sex with someone you love. And I think you need to stop relying on those books for this kind of information."

"Then it's no problem. I do love you Wendy."

"Huh?" Love? She said love right? But they weren't even that close. Sure they had been friends for a long time but Wendy never though Erza was in love with her. Did Wendy love Erza too? She certainly liked her and admired her, but Wendy didn't think it went beyond that.

"You're an important friend and guild-mate after all."

"Oh." She meant that kind of love. "Erza, I think the love you're talking about is different. The love I'm talking about is when you get excited just from seeing the other person. It's when just seeing that person makes you smile. You get happy when they are happy, and you are there for them when they are sad."

"Yeah, that's exactly what I mean." Erza had finished undressing and was standing beside Wendy in her nude glory. She didn't seem at all embarrassed anymore, and she was even looking at Wendy in confusion. "I've always smiled when I see you smiling. My heart beats faster around you because I enjoy being with you. And when I see you suffering it make me hurt too."

Wendy was sure that their ideas of love were a bit different. Erza would probably say those kinds of things about most of the members in the guild. But at the same time, everything Erza had said made sense. Maybe the love they were talking about was similar after all. In any case, Wendy couldn't bring herself to refuse Erza's feelings.

Erza had positioned herself so that she was straddling Wendy's hips in the cowgirl position.

"Erza are you really sure about this? You say you love me, and in a way I love you also, but I don't think it's romantic love. I don't want to do it with these half-hearted feelings."

"Yeah. I want to do it just like this. Even if it isn't romantic love, I still know that I do love you. And for me that's enough." Erza leaned forward so that she was covering the smaller girl. Because of their height difference Wendy only came up to Erza's chest even when their hips were at the same position. Erza rubbed herself against Wendy, and Wendy could feel the fluids on Erza's lower lips, showing just how turned on Erza was. The two stared into each others eyes for a moment before Erza nodded and grabbed Wendy's rod positioning it against her. She slowly sank herself down onto Wendy's huge pole.

Wendy could feel the creases and folds as she penetrated Erza. The older girls body was incredibly tight. Wendy initially thought it was due to her intense training and physique but a moment later she realized the real reason. She felt her tip bump against something before breaking right through. Erza let out a hiss of pain as she sank all the way down, taking the entirety of Wendy's length inside her. Wendy had only ever done it with Mirajane before but doing it with Erza felt incredibly good. Mirajane was shorter and smaller so she could only take about two-thirds of Wendy's length but Erza could swallow up the whole thing.

"Erza... Was this, your first time?"

"Ye-yeah. I knew it would hurt, but this is a bit worse than I expected."

"If you want I can pull out! I'm pretty large so maybe we shouldn't do this for your first ti-" Wendy was silenced as Erza pressed their lips together. The redhead pulled Wendy into a tight hug pressing their bodies together. Even though they were both girls their bodies were completely different. Wendy's body was small and thin while Erza's was big and soft. Even though she was incredibly well toned Erza still felt soft to touch. Her large breast in particular were great. They were so large and soft that they spilled out around Wendy as the two hugged. Mirajane's breast were soft but firm, they were malleable but always returned to their original shape. Erza's breast on the other hand were more voluminous, and changed to fit their current position. When Erza leaned back her breast dangled and swayed. Between the two, Erza's breast were a lot more fluid in shape and Mirajane's were more consisent and firm, Wendy couldn't help but love the contrast.

"It doesn't hurt much now. I'm going to start moving." Erza lifted herself up so that she could move smoothly. This gave Wendy the chance to see where they were connected and she wasn't surprised to see blood flowing down her rod. She remembered when she had first had sex with Mirajane. She had been so worried about hurting Mirajane that she even tried to stop and use her healing magic.

Erza carefully moved her hips up and down, getting used to the foreign object inside her. She was wet enough that the movements were smooth but the pain of her first time still stung. She moved up until just the head of Wendy's cock was inside her, before sliding back down.

Even though they were going slow Wendy could feel her ejaculation coming. She didn't know if it was because of the medicine Apoth had given her, or the build up she had, but she could barely resist it. Erza's walls were incredibly hot and tight and they gripped her hard.

""Erza! I'm going to cum soon."

"Eh? That's fine ..mmh... let it out... whenever you want."

"Is it okay ahhhhhh... to let it out inside? Ah hah... even if it's ah unlikely I could still... Mmmh! Get you pregnant."

"That's fine. Cum inside. I want it inside."

Erza shook her hips with a bit more energy. It hurt her but it was enough to push Wendy over the edge. Erza could feel Wendy's rod twitching inside of her.

"Cumming!"

Wendy pushed her hips up into Erza's, thrusting as deeply as she could before letting loose a huge torrent of cum. Every throb of her cock caused another large glob of cum to shoot into Erza's tight cunt. Her huge load was overflowing in no time and formed a pool on the floor. After releasing a huge load of cum her orgasm finally settled.

"Ah hah hah hah... That was incredible", Wendy said. Erza's pussy was unbelievably tight. When Wendy had started to ejaculate Erza had squeezed down on her like a vice.

"There's still so much... ah even thought you already came once. I've never felt anything like this before."

"Yeah... I think I really was more backed-up than I thought."

The two girls stayed as they were for a minute so that they could catch their breath.

"And you're still hard, heh." Erza rocked her hips and there was a sloshing sound as cum continued to flow from her nether region. Any trace of blood had been washed away in the torrent of cum.

"If you're tired I can do it myself. I can feel strength returning to my body now."

"Mm I want to keep going." Erza leaned forward and kissed Wendy again. This kiss was much deeper than her first. She aggressively shoved her tongue into Wendy's mouth. She licked the small girls tongue with her own, and then went on to caress her teeth and lips. "Having said that, I don't think my body could keep going like this. I've got an idea though."

Erza lifted herself off of Wendy's shaft with a wince. Once Wendy's huge rod was gone there was nothing holding back the cum that was still inside and it flowed down Erza's thighs. Erza moved herself so that she was straddling Wendy's face and she moved her own head down to Wendy's cock.

"I've read that boys like this kind of thing, but what about you", Erza said giving the head of Wendy's cock a flick of her tongue, and a quick peck of her lips.

"Yeah it feels great."

Erza's recently virgin pussy was right in front of Wendy's face. It was a bright pink showing its recent purity. Even though she could see globs of her own spunk she still reached out her tongue and licked at Erza's folds. Wendy had to admit that she didn't much like the taste of her own semen very much. However, Erza vagina was too pretty to just ignore so she cleaned it up with her tongue.

"That reminds me", said Erza, "futanari have both male and female parts don't they." While she used one of her hands to stroke Wendy's erection she reached her other down between the girls legs to caress her small pussy. Wendy gave a start at the double stimulation and she almost bit Erza.

"Erza AH! Y-you can't! That's ahn way too much! I'll mmmh cum too soon!" The double strength stimulation was causing Wendy's head to spin. She usually didn't play with her own vagina because she had figured out a while back that it was incredibly sensitive.

"Mmh suck...slurp...slurp mmh...suck...mmmmh" Erza was bobbing her head on the top of Wendy's shaft while sucking hard. Her hands were still pleasuring both of Wendy's sex organs. Curious she moved her hand and put a finger in Wendy's small pussy.

"AHH! Not there! It hurts!" Wendy gasped in pain and tried to pull away from Erza but the larger girl kept her pinned, though she did pull her finger out. The smaller girl had tried to curl up from the sharp sensation of a finger inside her.

"Sorry. Are you okay? Was that to intense?" Erza stopped her sucking to look at the girl beneath her. "If it's unpleasant I won't do it again."

"I don't usually play with myself there, because I'm really sensitive. And, I'm actually still a virgin there. So if you stick a finger in like that it hurts. Maybe it's because I'm so small."

"I understand. I'll be careful then. Ahmmm slurp." Erza when back to what she had been doing but she stuck to just rubbing the outside of Wendy's pussy. "Slurrp... sluk... mph... ahm.. mm... swuk... shherp." She licked Wendy's rod and sucked down hard on the tip.

Wendy battled against the pleasure that was threatening to overwhelm her, and raised her head to lick Erza's wet cunt. She caressed the outer lips with her tongue and thrust the tip of her tongue inside. The bitterness of her own spunk was mixed with Erza sweet juices. Wendy wasn't sure if she liked the mixture or not. She had only performed oral a few times, although she had been on the receiving end more often.

Erza was gradually taking Wendy's rod deeper as she grew more accustomed to it. She could feel the tip bumping the back of her throat whenever she took it deep. She made sure to apply a constant suction to it and caressed it thoroughly with her tongue. From her position she could feel the small girl below her starting to twitch and convulse, a sign that she was about to cum.

"Ahh..." Wendy pulled her face back from Erza's cunt as she felt herself getting sent over the edge. "Erza, ahhhhhhhhhh!" For the third time fluid erupted from the tip of her shaft, blasting Erza's throat and filling her mouth.

"Mmmh! Hack, cough... cough... ugh." In mere moments Erza's mouth and throat were completely filled and she had to pull her head back as the fluids threatened to choke her. She tried to spit out the huge wad of cum but it was thick and stuck to her mouth and throat. "Ugh. Nasty." This ejaculation was shorter than the past two but by the time it was over Erza's upper body was covered in Wendy's sticky cum. At this point the stench of sex had completely filled the room and it made Erza dizzy.

Wendy felt a lot better now that she had let out several large loads and she decided now was the time for her to take the lead. She was the more experienced of the two, but she had been stuck on the receiving end so far. Pulling herself out from beneath Erza she positioned herself to penetrate Erza from behind.

"We're still going? I'm sorry Wendy but I don't think my body can take much more."

"That's fine, I can do the moving this time. Besides I want you to feel good also."

"That's not what I meant, you can't just aghh.."

Wendy plunged herself into Erza hot pussy. Her shaft was squeezed as it made it's way into the redheads depths. With one more shove Wendy lodged her entire length inside of Erza.

"Ughh... Wait this position is too much... you're way to big ahh..I'm going to break."

"You'll be fine...hah ah you're body is amazing... you're so ah tight."

Wendy was able to savor the gentle pulsing of Erza's insides without even having to move. The older girls trained body squeezed around here, trying to coax out her cum. Even though Erza's mouth said no, her body was clearly craving for Wendy. Wendy felt herself drooling from the sensation but she was past the point of caring.

"Ugh... ah so... hah ah huge... mm hah it feels... great.. ah... Wendy... your cock hah ahn... it's so great... I love it... hah ah... pound me hah more. Fill... ah ha me with your huge rod... ugh... mmh... ugh... more... I love it."

"Ah, it's starting to feel good right? You're pussy is amazing Erza. Ha ah your super wet. You must must ah... hah... ha really love my huge cock. Even ah though... this is mmh your first time."

Wendy slapped her hips against Erza's as she thrust into her moist cunt. This position allowed her to reach much deeper than before and she could feel herself hitting against Erza's womb. The older girl let out particularly loud moans whenever this happened so Wendy focus on hitting as deeply as possible.

While thrusting Wendy marveled at Erza's butt that rippled with every thrust. Erza had an amazing ass. It was large but not fat, and Erza could feel its firmness whenever she slapped against it. She reached out her hands grabbing a hold as she continued thrusting with renewed vigor. The firm softness of Erza's breast was so different from the softness of her breast and Wendy couldn't help but to appreciate it.

"Ah Wendy! I think hah ahn... I'm going to cum... keep hitting me deep... make me cum!"

"Y-yeah I'm going to ah hah pound you as deep as I.. can! Take me mm... as deep as you can... your wet... ha pussy is great. Ah hah ahhh."

"Ughhh... oh yeah... Wendy... Wendy... Wendy!"

"I'm about to cum too! Ha... ha... ha... ha you feel so good! Take it all inside. I'm going to ahhh... shoot all my cum in you!"

"Do it! Ah... cum for me! Fill me with your hot cum! Ugh... oh.. ugah... shoot your hot load... hah in my went cunt."

Wendy didn't need any more encouragement. Using her full strength she pounded Erza to her deepest parts. She could feel her ejaculation while she continued her vicious thrusting. The sound of their hips slapping together echoed around the bathroom. But even louder was the wet sounds coming from their conection.

"Erza!"

"Ah... yeah! I'm cumming! Wendy... ugh... ahhhhhhhhhhhhhhhh!"

Erza hot pussy convulsed around Wendy's shaft with both girls enjoying their mutual orgasm. Wendy's sperm flooded the entirety of Erza's hot hole and blasted out from where they were connected. Exhausted Wendy collapsed forward onto the older girls back. The two panted as they enjoyed the afterglow of their orgasm.

After a few minutes they broke apart and changed position so that they could kiss. After a hot exchange the two finally broke apart and looked around them. The bathroom was now covered in Wendy's cum and a layer of it had pooled on the floor around them. They were both covered in it from head to toe and the stench was incredible.

"Wow... I guess we should clean this", said Erza looking at all the cum. She looked tired but she had recovered much faster than Wendy.

"Y-yeah. I didn't realize there was so much."

The two girls spent the next few minutes cleaning the cum that was all over the room before moving to bathe themselves. They helped wash each other and made sure they cleaned off all the sex fluids. They both had long hair and it was a pain to clean it out.

"You seem to be feeling a lot better now Wendy."

"Yeah! It's thanks to you Erza. I'm sorry I got so rough with you, you just felt too good."

"I-i-is that so", Erza was flustered by the lewd compliment. She wasn't the most sociable of people to begin with and she didn't often get compliments.

After finishing their bath the two put their clothes back on and went to see Apoth.

"Oh there you are. I was starting to worry since you were taking so long, but there were some pretty amazing sounds hehe."

"W-w-w-were w-we that l-loud? M-my a-apologies!" Wendy was embarrassed that Apoth had heard them doing it. She tended to act out of character during sex so she was worried she may have said something inappropriate.

"Hehehe don't worry about it, I've heard that kind of stuff plenty of times. Anyway, it looks like you've managed to recover quite a bit. Now then", said the little woman as she pulled a bottle of fluid from a shelf nearby. "This is more of the medicine I gave you earlier. If you are ever in another hot spell drink this, it will help to clear you up."

Wendy accepted the bottle and thanked the woman for her help. They tried to pay her for her help but she refused. She lead them back to the courtyard were she showed them a hidden tunnel up to the surface.

"If you take this path you can get back to the surface without having to go through the swamp. Now then, be sure to give Porlyusica my regards, and stay safe in your travels."

The woman waved them off as they climbed back up to the surface. After that they made their way back to the nearby town and caught a train back to Magnolia. It was the middle of the night when they finally arrived, and Wendy was sick from the train ride. Erza smiled as she lifted the sick girl and carried her back to the guild.

* * *

So that's it for chapter 4. Did you get turned on? I bet you did you perverts.

I did mention in the preface last time that I may do some pregnancy stuff at some point. I'm honestly not sure but I did address that yes it is a possibility, in this chapter, and if it does happen it won't be for a while. I plan to cover pretty much everything story wise so this series could reach triple digits for chapters. Although that depends on whether or not I lose interest at some point. But for the moment I'm really enjoying this so it's definitely still going strong.

But, wow this was a long one wasn't it, it's just over 10,000 words including the foreword and afterword? I think this will probably be one of the longest if not the longest chapter. Sex only chapters will probably be around 4000 words, and plot chapters will probably be a bit longer. It's pretty hard to make a sex scene long without it also feeling dragged out. There was a lot of plot things that I wanted to cover this chapter so it ended up being pretty long, but now that's done and I can focus on the character interactions. In fact the next two chapters are going to add two more people to Wendy's harem and then Ch7 may just be the first threesome :O

Also Wendy's harem has now reached 2 people yay! Lucy isn't technically in yet but Ch 5 might just change that. But who is going to show up in chapter 6? Well it ties into the first of the major story arcs I'm doing that's all I'll say for now. Well, until then, stay safe!


	5. Ch 5 Ripple

A pleasure to see you all again.

It's time for chapter 5! I had meant for this to be a short chapter but... I got carried away. In any case it's time for Lucy. This is also the first chapter where the celestial spirits make and appearance, although they won't be getting in on the action yet.

* * *

Things had been a little hectic after Erza and Wendy had returned to the guild a few days ago. Mirajane was overjoyed to see Wendy feeling better, but Wendy had felt guilty about having cheated on her with Erza. Wendy and Erza both told Mirajane what had happened and at first she was really mad, but she came to understand that it was for Wendy's sake. On the way back Wendy and Erza had discussed what they should tell Mirajane regarding the situation.

In the end, they decided to explain to her that Wendy currently needed to relieve herself more than Mirajane alone could handle, so Erza suggested that she could also be Wendy's partner. Mirajane was strongly opposed but ended up conceding when she was told how often Wendy would need to release. And so, Wendy now found herself in a three way relationship with two girlfriends. Mirajane and Erza would take turns being Wendy's partner, and sometimes Wendy would have to manage things on her own.

At the moment Wendy was in the guild hall looking at the job board. She hadn't gone out on a job in a while so money was a bit tight. Although she lived with Mirajane and Elfman, she wanted to be able to support herself. So once she was old enough to start taking jobs she worked hard to provide for herself. She knew her siblings would help her if she needed it but she didn't want to be a burden to them.

"Hey Wendy looking to take a job", asked a cheery voice behind her.

"Hmm? Ah, Lucy. Yeah I haven't gone out on a job in a while so I need to earn some money before I run out." The person who had approached Wendy was Lucy, the busty blonde that Wendy had brought to the guild not long ago. She seemed to be used to things already and it looked like she had been able to make friends with others in the guild.

"Well then why don't we take a job together", asked Lucy. "After all with two people you can take on a harder job and earn more right? I worked with Natsu before and he explained that you could form a team with other guild members."

"You want to form a team with me? I'm not really all that strong you know."

"Really? You were pretty impressive when you saved me at Hargeon; if not for you I wouldn't have ever come to Fairy Tail. Besides, you were the first person in the guild I could call my friend, right?"

"Yeah!" Wendy was delighted that Lucy considered them friends. She had been worried that her actions that night might have scared Lucy. She remembered how mad Mirajane had been about her being with Erza, Wendy couldn't imagine what would happen if she told her that she had also done stuff with Lucy.

"So are there any jobs that caught your eye?"

"Hmm, I think this one should be pretty easy", Wendy said pointing at a job poster.

"Let's see. Capture a rare harfish, reward 40,000 jewels? That's a pretty nice reward, but what is a harfish I've never heard of one."

"It's a fish species that lives in a series of underwater caverns near the ocean. It's not to far away from Hargeon actually. They aren't dangerous, but there are other creatures that live in those caverns so normal people can't go in. They are supposedly an incredible delicacy. There's a picture of what they look like attached to the request." The photo showed a large ugly looking pale fish. It had a large bulbous head and large round eyes. It looked to be about the same size as Wendy.

"But how are was supposed to get the fish? If it lives in underwater caves that would mean we would need to be able to breathe underwater."

"That isn't a problem. The person who placed the job said they would provide scuba gear for whoever takes the job. All we need to do is actually catch the fish. From what I've read they are very shy, so catching one can be pretty tricky. I think the requester can tell us more about it though."

"Hmm. Alright let's do it!" Having decided to work together the two girls set out for the job.

\- On the coast - north of Hargeon -

"Thank you both for coming all the way out here. My name is Michelangelo don Verioutla ad Vortus Conetrius III. But you can just call me Micheal. I am a chef of some repute. I've been hired to cook for a member of the nobility, however the ingredients they requested are... difficult to get my hands on. That's why I put in a request." Micheal was a young man with a serious air about him.

"And the harfish is one of these ingredients", asked Lucy.

"Correct you are miss. The harfish is one of the rarest and most delicious cooking ingredients that can be found. The problem is that they live strictly in underground caverns. The cave systems below the ground here filled with water at some point and became separate from the ocean. To put it simply, think of it as a network of underground lakes that are connected by underground rivers."

"Okay, but how do we get down into these caves, and how do we catch these fish?"

"There's an entrance along the coast that you can use to enter. The harfish can be found in the deeper parts of the caverns. They spend most of their time in the lake areas rather than the connecting rivers. As for catching them", Micheal hands Wendy and Lucy each a large gun like object. "You can use these to capture them. It's a magic net caster designed for catching fish underwater, all you have to do is get close. Each gun has three nets so be careful not to miss."

"Harfish are incredibly shy aren't they? How are we supposed to get close enough to catch them?" Asked Wendy.

"Use this", Micheal handed each girl a flashlight. "These flashlights are designed to pulse off and on. The light will attract the fish to you. Now for the matter of pay. The price on the notice was 40,000 but if you can bring one of the fish back alive I'll raise the price to 60,000. The freshness of the ingredient is important so I would prefer it to be alive, but time is short so do whatever you have to. Now here's the scuba gear you will need, you can put it on when you reach the cavern entrance." Micheal handed them a scuba tank and the gear they would need to get around underwater. "The further you go the darker it gets but don't use any light other than the flashlights as it could scare off the fish."

Having received all the information needed the girls took the gear and headed down to the cavern entrance. At the entrance they were greeted by a young woman.

"Hello my name is Isabel. Master Micheal has instructed me to help you put on the gear. I will also wait here until you return with the fish, or until night arrives. If you aren't back by the time it gets dark I will assume that something went wrong and I will call a rescue team. At the same time we will revoke the job assignment. As master Micheal no doubt told you, we are operating on a tight schedule." The woman was very curt with her delivery of information.

The two mages began to wonder if this job was really okay but they proceeded to change into swimwear and put on the scuba gear. The gear consisted of an air tank you strapped to your back that had a pipe running to a helmet. The helmet was glass and was designed to let you see around you. It also had a built in magic communicator so that they would be able to talk to each other. The gear was quite heavy and the two stumbled their way to the cavern entrance.

"This area of the caverns is often visited by explorers and divers so you will have to go deeper in to reach the lake areas where the harfish can be found." Explained Isabel as she showed them into a deep pool of water. "If you swim along this tunnel you will be able to find several branches that lead to deeper areas. It's easy to get lost so make sure you remember which direction you move in."

The two mages nodded inside their heavy helmets and then moved into the pool of water. The water was cool but not too cold. Lucy dived in first, followed shortly by Wendy. Because the tunnel was narrow they had to pass through in a line, this meant that Wendy had ended up behind Lucy.

Wendy felt her eyes drawn to Lucy's plump butt as the blonde swam in front of her. Wendy hadn't said anything, but the bikini Lucy was wearing was pretty stimulating. Had she forgotten about Wendy's condition or was she trying to seduce her? Honestly, Wendy couldn't figure it out, and she knew she was going to have trouble focusing on the job like this.

They soon reached a more open area. It wasn't large enough to be one of the areas that they were looking for so they continued down the tunnel. They decided to keep to the left whenever they encountered a fork so that they wouldn't get lost. They had to progress slowly because of the lack of light. As they took another left Wendy saw something large move out of the corner of her eye. She turned and pointed the light at it, but whatever it was had already swam away.

"Did you see something?" Asked Lucy, her voice sounding slightly off because of the magical communicators.

"I thought; no, it was probably just a trick of the light. Micheal said the harfish lived in the lake areas anyway so there wouldn't be one in the tunnels."

The two continued their underwater journey until they final came to an open room much larger than the ones they had seen before. The room was even large enough for there to be an air pocket at the surface. One side of the room sloped upwards forming a rocky shoreline. The of the lake was thirty feet below the surface at least. Much like the tunnels they had been swimming through, the bottom ten feet were a maze-like area carved into the stone. The roof of the cave was covered in strange glowing crystals that provided little light.

"This looks like one of the lakes that we were told about doesn't it?" Asked Wendy.

"Yeah", responded Lucy as she slowly swept her flashlight around the area. Because it was pulsing off and on it was hard to see anything that was far from them. There were a number of crabs and small fish hiding inside the maze-like bottom of the lake. However, the girls didn't see anything resembling what they were searching for.

"Lucy I think we should split up and explorer different ends of the room. These flashlights don't give enough light for us to search together like this."

"Alright I'll take the left side of the room you take the right and we can cover the center after."

The two split and begin scanning over their respective halves of the room. Wendy is carefully scanning the structure below when suddenly-

"Wendy! Look out!"

"Huh?" Wendy looks up just in time to see a huge fish hurtling towards her. She's too slow to move out of the way as the fish slams into her. Wendy can feel the wind knocked out her lungs and her ears start ringing. Coughing she tries to get her bearings as the fish had knocked her around. She feels something hard and rough against her back and she realizes that she had been knocked into the floor of the lake. As she straightens herself she feels something speed past her again.

"Wendy that's the fish! Use the net!"

Wendy can barely understand Lucy because of the ringing in her ears but she prepares the net gun. However, the fish is too quick and the room is to dark to see it clearly. Wendy is sore from where the fish hit her and she struggles to breath properly.

"Lucy. It's too fast."

"What? Um, alright head for the rocky ledge near you. For now let's get out of the water."

The two begin swimming for the rocky shore wary of the large fish, but there is no sign of it. Harfish are naturally shy so it probably fled after running into Wendy. Once she reaches the shore Wendy climbs up and pulls the scuba helmet off her head, taking a deep breath of air.

"Are you alright? It looked like you got hit pretty hard." Asked Lucy as she came running up to the smaller girl.

"Y-yeah. It just knocked the breath out of me. What happened?"

"I found it and tried to move in close but it must have noticed me because it swam off. I saw that it was headed towards you but I think we were too far apart for the communicators to work so I wasn't able to warn you in time. I didn't expect it too be quite that large."

"True, that was a lot bigger than they normally are. I don't think we can catch that one, at least not alive." Wendy took off the heavy scuba gear and plopped down on the rocky ground. They had been searching for over an hour and after being hit like that Wendy's body was exhausted.

"I think this is my fault."

"Huh?"

"We were supposed to use the flash lights to attract the fish right? But, I ended up moving towards it which scared it off."

"Ah, that's right. But, don't worry about it. We've been searching for so long you were just excited to find one."

"Still... I'm sorry."

The two girls sat in silence a while thinking back on what had happened. That fish was probably long gone by now. There could be more down in the lake, but even if they did net one the fish was going to be much stronger than them.

While they were catching their breath Wendy noticed something large moving under the water's surface. It was impossible to tell what it was because of the darkness.

"What is-", Lucy started to say while standing up.

Suddenly a whip-like tendril shot out from the water wrapping itself around Lucy.

"Wai-"

She was jerked forward over the waters surface as the creature surfaced. It was a strange fish with a mane of tendrils that wiggled around.

"Lucy!"

"What the hell is this thing?!"

Wendy dashed towards the edge of the water only to be halted as another one of the tendrils shot out to grab her. She quickly dodged out of the way and slashed at it with her wind cutting part of it off. The fish roared when it felt itself get cut and a dozen more of the tendrils shot towards Wendy.

"Wendy get back!"

The fish had begun to submerge again dragging Lucy with it. If Lucy got dragged under she wouldn't last long without her scuba gear. Wendy dodged and slashed the tendrils that came at her as she tried to get closer to the Lucy.

"Open! Golden Gate of the Crab, Cancer!"

There was a golden flash of light and from it came a strange crab-man holding a pair of scissors.

"Ms. Lucy how would you like your hair today, ebi?"

"Ebi?" Wondered Wendy aloud.

"No time for that Cancer. Cut these tentacles quickly!"

"Right, ebi." The spirit dashed forward and quickly slashed apart the many tentacles that had been attacking Wendy.

"Great now cut the ones holding me before – Kyaaaa!"

Wendy looked toward Lucy when she hear her scream and was treated to an incredible sight. The fish had wrapped its tentacles around her tightly and they had slipped under her bikini shoving the top portion aside revealing her bare breasts. Their size was even more exaggerated than normal because of the tentacles wrapped around them. Wendy could feel her body reacting but she forced herself to stay focused because of the danger.

"Don't look! Cut me down, but don't look!"

"E-ebi." Cancer was clearly flustered and confused about the situation but he prepared his scissors again as he charged forward. The moment his foot touched the water a tendril came out of the water at a terrifying speed slamming into the spirit sending him flying backwards. As he slammed into the wall of the cave he disappeared in a burst of light.

"Cancer!"

"Lucy look out!"

Lucy was partially submerged as the the fish retreated under the water, having captured its prey. Wendy tried to think of a way to get within striking distance but most dragon slayer spells were melee focused. Deciding she had to close the distance Wendy dashed forward. Just as her foot touched the water a tendril again shot out at high speed. However, she was ready for it and she cut it before it hit her.

"Wendy stay back. It's too dangerous to fight it in the water!"

"But..."

"Don't worry I have a plan." Lucy pulled out another golden key and stabbed it into the water. "Open! Golden Gate of the Water Bearer, Aquarius!"

There was another flash of light as a mermaid appeared from the surface of the water. She was incredibly beautiful with long blue hair and a curvy body. She looked around, clearly not used to the darkness of the cave.

"What the hell", said the spirit. "You've summoned me somewhere stupid again haven't you little girl?" Aquarius glanced at Lucy to see her current situation. "And what's with that look? Are you trying to show off? Finally realized that the only attractive part of you is your stupidly big chest?"

"A-Aquarius, this isn't really the time please help!"

"Help? You just interrupted my date with my boyfriend. My date, with My boyfriend."

"You don't have to say that part twice, just he-" Lucy's sentence was cut off as she was dragged underwater. She struggled against the tentacles that held her but they were much stronger than she was.

"Lucy!" Screamed Wendy as she moved to leap into the lake.

"Stay there little girl or you'll get hurt", said the spirit. "Geez she always summons me for stupid reasons so it feels wrong being summoned for real help." It was dark so Wendy couldn't be sure but for a second she thought she saw a gentle look on Aquarius's face. "Urrrrrah", Aquarius shouted as she lifted up a jug causing all the water in the room to start swirling. "Little girl the fish is going to come your way so make sure you hit it hard."

Wendy prepared herself and gathered her magical energy to attack.

"Now!"

The fish was tossed into the air with Lucy dangling from it's tendrils.

Wendy inhaled deeply gathering air in her lungs before, "Sky Dragon Slayer Magic: Sky Dragon's Roar!" A huge blast of wind burst out of Wendy's mouth before slamming into the fish caving in its stomach and sending it flying across the room. The impact was strong enough to knock it unconscious and it's grip on Lucy was weakened and she landed in the water nearby. The fish crashed into the wall on the far side of the room and stayed there floating on the surface.

"Not bad little girl", said Aquarius who had moved close to Wendy. "I'll leave that troublemaker to you." Aquarius glowed golden before disappearing in a burst of light.

"Lucy!" Wendy called out as she dove out and swam to her friend. Lucy was moving back towards the shore but she was clearly exhausted. Wendy grabbed her hand and helped pull her back to the shore. It wasn't until Lucy was on the shore before either of them noticed that something was missing.

At some point during the fight Lucy's bikini top had come completely undone and it was nowhere to be seen. Lucy was still a little dazed so Wendy was the first to notice that she was topless. The sight of those huge breast so close to her and shining with water reminded her of the day she met Lucy. Lucy had been bathing and she was glistening just like this. Wendy felt her lower body react and she knew she wasn't going to be able to hold back if Lucy didn't notice soon.

"Thanks Wendy. Are you alright?"

"Y-yeah f-f-fine. No p-pr-problem at all." Wendy was already stiffening and before long she would be at full mast. The truth was that she was not fine at all.

"Aquarius is always so rude. She always makes sure I get caught up in her attacks." Lucy sat down breathing a sigh of exhaustion. Wendy stared in wonder as her chest bobbed up and down with her breathing.

She's teasing me right? Does she really not realize her top is gone? Is the material so thin that you wouldn't even know it's gone? Or is it because bigger breast are supposed to be less sensitive, so maybe she can't feel it. It must be nice having such big breasts. I bet they feel really good, actually I know they feel good. Huh? Since we've done it before would she let me do it again? It's just her breast right, and she's showing them off anyway.

Wendy's thoughts were spiraling out of control as she reached her full erection. She moved to stand in front of Lucy.

"Hmm? Wendy is something wrong?"

Without a word Wendy undressed revealing her erect cock causing Lucy to recoil a bit. Without waiting for permission Wendy pushed Lucy down and pushed her cock between the celestial mages breast.

"Wendy wait! Where did my top go? Actually never mind that, this isn't the time or place for this!"

"Shut up." Wendy felt a chill as she moved her cock between Lucy's soft breast. "It's your fault for showing off your tits. This whole time you were wearing that revealing bikini. Don't act like you weren't trying to turn me on."

"St-stop! I wasn't trying to do that at all. I wanted to do a job together because we are friends. You said I was going to need swim wear and this is one of my favorites. I promise I didn't do it to-"

"Quiet", said Wendy as she grabbed firmly on Lucy's breast squeezing down on them. Lucy's breast were the biggest she had ever felt and they had a really unique feel to them. They were elastic like Mirajane's but soft like Erza's, and they were larger than either of the other girls. Wendy was convinced that they were the perfect pair.

"Hah Wendy your... ah being too rough."

Wendy just grunted in response as she shook her hips. She moved her hands to the tips of Lucy's mounds grabbing onto her nipples, and twisting them between her fingers.

"Ah! Not hah ah ah my nipples! It ah... hurts Wendy."

"Does it? You're moaning quite a lot despite being in pain. Don't tell me your actually getting turned on by me being rough." Wendy wasn't sure if it was because she had been turned on ever since she first saw Lucy in her bikini or if it was because of her time with Erza, but a sadistic side had started to awaken in the small girl. Erza was always so dominant that Wendy was always on the bottom when she was with her; while with Mirajane they switched roles back and forth. But with Lucy, Wendy felt like she could be in control. "Stick out your tongue." She commanded.

"Eh? Uhhh okay." Lucy stuck out her pink tongue to lick Wendy's tip when it appeared from between her breast. The blondes tongue lapped at Wendy hungrily.

"Well? Does it taste good?"

"Mmh y-yeah." Lucy was blushing heavily as she was forcefully assaulted by the small girl. Her breast shook rhythmically in time with Wendy's thrust. The futa's hands continued to smash and caress her breast and she would occasionally pinch her nipples. The rough play was turning Lucy on and she could feel herself getting wet.

"Hold your breast yourself", said Wendy removing her hands. Lucy quickly used her hands to squeeze her breast around Wendy's massive cock. "Open your mouth." Lucy looked up confused but did as she was told. Wendy used one hand to grab Lucy's head forcing her mouth down around her cock. The combination of soft breast and hot mouth was amazing.

"Mrrgh! Suck... shlur... slu.. urgh mmh... slurp... ghu"

Wendy shoved her self forward completely dominating the older girl. Lucy hot, moist mouth twisted around her thick shaft. Her tongue moved wildly caressing the length of Wendy's shaft that was in her mouth. Wendy could see tears streaming down her cheeks and she felt something inside her click. She pushed Lucy's head down as she stopped shaking her hips.

"Use just you mouth to make me feel good", Wendy ordered.

"Mggh... lick slurp...aghh mm ahm... slurm.. mrl.. slurp... mmf."

Lucy used her tongue and the inside of her mouth to stimulate Wendy. She was clearly in pain from how large Wendy's cock was but this just turned her on more.

With an evil grin she reached her free hand back and put it between Lucy's legs. The moment she touched Lucy's cunt, she could feel and hear a squelching noise. The blonde reacted well to the stimulation and sucked hard as her own nether region was stimulated.

"Mmf...lick... ahgh.. mmfuh... slurp... mm...mmf,"

"Your quite a pervert aren't you Lucy? You got this turned on from being pushed down and having a cock shoved in your mouth. And to think, I respected you too. I could of never imagined that you were such a hopeless pervert. Does it turn you on to be dominated by someone smaller and younger than you?"

Lucy let out a whimper as she continued to stimulate Wendy's sadistic side. Wendy could feel her self getting close to cumming and she began thrusting her hips. She continued stroking Lucy's wet pussy as she held the blondes head in place.

"Mmmmhg... shlurp... mm. mm..mmm ah... mmm... hah."

Just as she was about to cum Wendy pulled herself back and stood over Lucy stroking herself.

"I'm going to cover you in my scent."

Panting and coughing Lucy was unable to voice a reply, nor complaint as Wendy shot her load on her. The small girl's body trembled in ecstasy as a huge amount of semen sprayed from her penis covering the blonde. There was a wet sound each time a large wad of cum landed on Lucy.

"Ah hah that felt great." Wendy had regained her senses a bit as she stared down at the disheveled Lucy. She was immediately overcome with an intense feeling of guilt. She had just raped Lucy.

"Cough... hack... ugh cough cough." The blonde had tears streaming down her face from the pain.

Wendy knew she shouldn't but seeing Lucy in a messy state like this was turning her on again. She knelt down and grabbed the blonde's head and moved their faces together. She pushed her lips against Lucy's and stroked the older girl with her tongue. She moved to lick the salty tears off of her face. While doing so she removed the bottom part of Lucy's bikini.

"I'm going to put it in now."

Lucy stared into Wendy's eyes but didn't resist. Wendy could see a number of emotions in the older girls eyes. Confusion, fear, pain, and... was that pleasure? Wendy was against having sex with just anyone, but she felt drawn to Lucy even when they had first met. There was a strong desire in her to completely dominate Lucy, an to make Lucy hers.

Kissing her again Wendy pulled Lucy into a tight hug. She could feel the cum she had released earlier as their bodies touched. Thrusting her cock into Lucy's moist hole; she was met with resistance almost immediately but she pushed right through as she felt something tear. Wendy could feel Lucy's finger nails digging into her back as she pushed all the way in.

"Ugghh it hurts... uh."

"It's all in. Take a moment to get used to it."

Lucy's hot cunt squeezed down on Wendy and tried to shove her out. Her body was rejecting the foreign object but Wendy stayed where she was. It was too dark to see but Wendy knew there was blood flowing from where they were connected.

Lucy pulled Wendy down into a kiss and the two spent several minutes enjoying the taste of each others mouths. They passionately caressed each other while Lucy grew accustomed to Wendy's cock.

"Hehe", Lucy let out a small chuckle. "I wouldn't have thought I would suck your cock twice before my first kiss. I feel like the order is messed up."

"O-oh yeah. Sorry."

"No... it's fine. I'm glad you were my first for everything."

"But I was so rough with you before, and I think I will probably be rough again."

"That's fine. Be as rough as you want with me. I wouldn't want to do this if it wasn't with you. Ever since we first met I felt drawn to you. You were brave, cheerful, and incredibly cute. Before I knew it I had fallen in love with you."

Wendy was shocked at the sudden confession. She had expected Lucy to hate her after what she had just done to her, but instead she had said the exact opposite. Lucy was the third person to have confessed to Wendy and she still felt the same exciting sensation she felt when Mirajane and Erza had confessed. Wendy wasn't sure how she was going to explain things when she got back but right now she wanted to think of only Lucy.

"I love you too Lucy. I want to make every part of you mine. It shouldn't hurt as much now, but I can't promise that I'll be gentle. Even though I'm like this are you sure it's okay."

"Yeah. I want to be yours. I want you to be as rough as you can. After all the pain is proof that we've become one right?"

Lucy was saying some pretty cheesy lines but Wendy could tell she meant everything she said. Moving her waist back she began slowly moving in and out of Lucy's hot depths.

"Ahh...ugh... you're seriously way to big."

"Thanks." Wendy decided to show a rare moment of arrogance as the size of her rod was complimented.

She scrapped along the pleats and folds of Lucy pussy as she shook her hips. She managed to stay slow for a while but soon the soft sensation became more than Wendy could resist. Her bulging rod spread Lucy's recently virgin hole wide as it invaded every inch of it. She slammed her cock and hard as the two panted in their pleasure.

"Aghh... it hurts... urghh but... it ah..feels good... Wendy... Wendy!"

"Lucy! You're ah... so wet... you really got turned on... hah ah... before didn't you. You're... quite the perverted... ah mmh masochist aren't you... khh."

"But... hah ah... that's because... ahhh you were... ugh uhh.. the one doing hah... it. I ugu... wouldn't be this turned on... ahn hahn if... ugh it wasn't you. If it wasn't ugh... your dick... hah I wouldn't... ah ha ha ah... want to suck... mhh it... ogh or do this."

"Heh you only just lost your... khhu virginity... haa but you're already panting from my huge dick... ugh most girls wouldn't... hah even be able to.. kah take a dick this size... hahn but you... uh... you're even getting off from it."

Lucy had started thrusting her hips in time with Wendy so that they could enjoy themselves even more. Even though it still hurt like crazy Lucy loved the feeling of Wendy deep inside her. Each time Wendy's cock reached her deepest part she had a small orgasm. She was constantly on the brink of a big one and she could feel her mind going blank.

"You... hah have quite.. khh... an amazing look on your... face... rgh right now Lucy. Are you going to cum?"

"Ughh ouh hah... ah more... deeper ugh ugha... deeper ha."

"You aren't even... rgah listening are you? Kah okay then... ugh I'll make you cum... khh hard."

Wendy lowered her hips so that she was thrusting at an upwards angle. This made her cock rub against the upper walls of Lucy vagina causing much stronger stimulation. As soon as she did this Wendy could feel Lucy trembling and convulsing as she orgasmed. However, after her constant exposure to sex lately, Wendy had built up resistance and needed a bit more before she would come. Turning Lucy on her side, Wendy grabbed hold of the blondes leg as she continued thrusting.

"Ugh We... ndy... agh... good... ha.. ohhh gah."

"Mmh yeah... it feels... kah great for me too... khh... I'm getting close."

"Ohg... hmm... ha ah... ahn hgh... ugh... guh... ha."

Lucy was past the point of being able to communicate as her body was assaulted by the constant pleasure. Wendy felt heat bubbling up inside her and she pounded as fast and hard as she could as her orgasm was getting close.

"Lucy!"

"Ahhhhhh!"

Slamming as hard as she could, Wendy shot a huge load inside of Lucy pussy. It was a much larger load than Wendy had expected. Because of how large Wendy's cock was and how tight Lucy was, there was no way for the sperm to escape. Lucy's stomach expanded as it was pumped full of Wendy's seed. She looked like she was pregnant from how much had been shot in her. Wendy managed to jerk herself out as she continued cumming, shooting a second shower of cum all over Lucy. The massive amount of cum she had released inside was steadily flowing from Lucy's twitching body. Moving up Wendy released the last of her load on Lucy's face as she felt her orgasm ending.

"Lick it clean", ordered Wendy.

Covered in sticky semen Lucy reached her mouth forward and cleaned off Wendy's cock. She ran her tongue along the entire length making sure to swallow every drop. She put the head in her mouth and sucked out the bit that was still inside, letting out an audible gulp as she swallowed it. The huge load that had been let out inside her was still flowing and it had reached the lake and was mixing with the water. It took half-an-hour for the two to regain their senses.

"Ugh I don't see my top. It should be floating somewhere. Don't tell me that fish ate it."

"I don't see it over here either."

Lucy let out a sigh as she stood on the rocky cost in just her bikini bottom. "Well whatever. What should we do about the job? The harfish from before is probably long gone after that fight and I don't want to run into another one of those fish monsters."

"I guess we should report that we couldn't catch it. I feel bad though since we did take the job."

"Hey. What about this?" Lucy lifted up the long tendrils that Wendy and Cancer had slashed off the fish before. "We can bring this as proof of what happened."

"I suppose it's better than nothing."

The two put their scuba gear back on and dragged the tendrils back to the entrance with them. Wendy retrieved Lucy's clothes for her when they got back, before they both headed to where Isabel was waiting.

"It would seem that you were unable to catch the harfish." Said the woman when they arrived.

"Yes we're very sorry", said Wendy.

"Aggh now I have to to think of another dish quickly." Micheal was angry and was clearly stressed out.

"Um, we were attacked by some kind of fish monster while we were searching. These tendrils were part of it." Said Lucy showing the cut tendrils to Micheal.

"Fish monster? Wait is that?!" The man rushed over and grabbed the tendrils from Lucy. He felt and examined them and even bit off a part of one. "These are leocarp tendrils! Do you have any idea how rare these are?"

"Eh? We were attacked by it and we barely survived."

"Exactly! The leocarp is incredibly dangerous but its tendrils are unbelievably delicious! These are worth double, no five times the initial reward. Isabel pay these fine lady's."

"Of course. The initial pay was 40,000 jewels so you're pay will be 200,000 jewels is that acceptable?"

"200,000", shouted the two mages. They turned to stare at each other. They had expected to not get paid at all since they had failed, but now they were going to be given an incredible reward. The two were more than happy to accept the reward and they soon set off back to the guild. They were both exhausted by the time they returned and they said their farewells as they parted, before going to get some well deserved rest.

* * *

So that was chapter 5. It got pretty intense during that sex scene didn't it? Well these things do happen sometimes. Also this was also the first time any of the spirits appeared in this story. The girl ones will be getting scenes later on of course. Especially Aquarius since she is my zodiac, and I like her character a lot. Cancer may show up again, ebi, but he won't do much if he does since men are mostly pointless in this universe.

Secondly I want to just say that next chapter is going to feature a new character who hasn't appeared at all yet, she is still a member of FT though. The first non FT girl will be Juvia in case any of you were wondering. Although, she may be a member when the scene happens.

Thirdly, this week is finals week but I really only have one I need to worry about so apart from that I should have plenty of time to write. I want to get chapter six out by next Wednesday, because I'm going to be on vacation from Thursday until the following Tuesday and I won't be writing at all during that time.

Lastly, something new that I'm going to start doing is at the end of chapters I'm going to create bio's for the characters. I will list turn-ons, fetishes, and other stuff. So since this chapter was about Lucy let's start with her bio.

* * *

Lucy Bio:

S or M: Mostly M

Weak points: Breast. She loves to have her breast grabbed, rubbed, squished, and played with. Not just her nipples but the entirety of her breast is a major erogenous zone for her.

Turn-ons: Caressing her breast. Soft and gentle kisses. Rough sex

Fetishes: bukkake, tit-fuck


	6. Ch 6 Occultus Scriptum

Oh, I didn't see you there. Whalecum this is chapter 6 of Futanari Wendy.

This chapter takes place during the time that Natsu, Gray, Lucy and Erza are on Galuna Island. There's no real reason for me to bother with that arc, so this is chapter is going to be about what Wendy was doing during that time. There will be smut! Let me repeat that, there will be consensual sex between two consenting individuals described in great detail. Also there is a pseudo time-line on my profile page for what I will be doing arc-wise in this story.

Also I apologize for the longish wait for this chapter. I finished up finals last week and I've been pretty lazy since then. I had time to write but I've just been laying around, I have no excuse orz.

However, here is chapter 6 and I'm happy I did manage to finish before I leave town. I will be away from tomorrow until next Tuesday, and it is highly unlikely that I will have much time to write. So, that means that chapter 7 probably won't be out for a while, but please be patient. With that out of the way please enjoy this chapter!

* * *

Somewhere in this world there exists a book containing knowledge of every magic know to man. It is said that anyone who manages to obtain this book, would become the king of the world, and that they could lead the world to a beautiful future or to a miserable end. Of course, many people believed such a thing to be no more than a mere myth.

600 years ago, the discovery of a temple deep beneath the ground caused scholars the world over to gasp in awe. The temple contained records that confirmed the possible existence of such a book. The records described more than a hundred different magics, from the fundamental theories, to the highest level spells. However, during the excavation an accident occurred. A trap was set of that caused the temple to catch fire, burning away the precious records and any clues about finding the book.

This legendary book came to be know as Magical Record. While most of the clues regarding were lost, a single scroll survived the fire. That scroll contained information about the possible location of Magical Record. The rumor of the scroll spread and soon many people wanted to get their hands on it, and many of these people wanted it for themselves.

In the chaos that followed the scroll was lost to the world. However, that scroll may still be out there somewhere and it may just have the details about where Magical Record can be found. But where is the scroll now? Well it's right here!

The woman who had been talking to a crowd of people raised a scroll over her head. The people gathered around her murmured to each other before laughing.

"Hey lady, there's now way something like that exists, and if it did why would you show it of in a place like this." One of the men shouted at the lady and the rest of the audience burst into laughter. "Why do you show me whats on the scroll then", he said as he snatched the scroll from the woman and started reading it. "As I thought it's just nonsense, this is obviously some made up language you wrote down. What a fraud." The man tossed the scroll in the air and walked away while the crowded laughed and booed. The scroll landed at the woman's feet as the crowd dispersed.

With a sigh the woman bent to pick up the scroll but someone else had already picked it up.

"Hmm? This is old Esralixal text isn't it. I haven't seen something like this in a long time", said the blue haired girl who had picked up the scroll.

"You, you can read that scroll?" Asked the woman.

"Hmm. Not from memory. But if I had some reference books I could manage."

"Incredible. Young lady I want you to have that scroll. Not only were you kind enough to listen, but you didn't laugh at me. Most people think I'm a charlatan but I can see great kindness in you. I believe you are someone who will be able to use that scroll to do good things."

"Huh? But if this is really so valuable you can't just give it to me for free", said the girl trying to hand the scroll back.

"No. To me that scroll is worthless. But for you, it could change everything."

"I don't get it", said the girl looking down to read over the scroll again. "Besides where did you even-" The girl looked back up but the woman had vanished. They were standing only a few feet apart but the girl hadn't noticed her leaving at all. She glanced around the area but saw no sign of the stranger. "Weird."

* * *

\- Some Time Later – Fairy Tail Guild Hall -

"Mira-nee have you seen Erza or Lucy around? I feel like they've been gone for the past few days." Asked Wendy who was sitting at the bar in the Fairy Tail guild hall.

"Oh, you didn't hear? Natsu nabbed one of the S-rank quests from the second floor and dragged Lucy and Gray with him. Erza was sent to bring them back, so they should be back before long. The master was making a big fuss about it earlier."

"That sounds like something Natsu would do." Wendy couldn't help letting out an awkward laugh. "Well if Erza is with them I don't think there should be any problems. I think I'm going to take a look into finding a job too. I planned to invite them but if they're gone there's no helping it."

Wendy moved over to the job board to peer over the available jobs. There were a number of small local jobs she could do, but nothing really stood out to her.

"Wendy!"

Wendy suddenly heard her name called and turned to find a girl running up to her.

"Do you have some time? I found something interesting that I think you should know about."

The girl was Levy. She was a petite girl with short, blue hair that was a few shades lighter than Wendy's. She was a member of Team Shadow Gear, a trio that worked on researching old lore and legends. Levy was the de facto leader of the trio.

"Sure thing Levy, what is it?"

The two girls moved to a table in the corner of the room where a number of books were piled up. This was Shadow Gear's headquarters of sorts. Many of the books lay open and there were a number of magical tools that Wendy wasn't familiar with.

"So recently when I was in town", started Levy launching right into the conversation, "I met a strange woman. She gave me an odd scroll that was written in a rare ancient language. I've been deciphering it for the past few days but I haven't made as much progress as I thought I would." Levy indicated a large stack of papers that had strange characters written on it. "The problem is, the language is so old that some of it just doesn't translate into our modern language."

"I see, um I don't really know much about ancient languages and such, but it seems really confusing." Just looking at the huge stack of papers was enough to make Wendy's head spin. She didn't understand how someone could sit and read through all of this stuff.

"Haha yeah I guess you could say that. Anyway, this is part of what I've translated so far, I wanted you to take a look at it." Levy passed Wendy a piece of paper that had strange characters like the ones in the pile. Underneath those characters was a translation for them.

"Let's see"

 _'Under the stone of the queen's soul... In the den of elders who serve the... The passage of time continues ever forward... The guide is the watcher... Mightiest of all, those with the power of dragons... The power unleashed, the stone revealed, the path laid bare.'_

Parts of the section remained untranslated but one part had caught Wendy's attention. "Mightiest of all, those with the power of dragons? Does that refer to dragon slayers?"

"I believe that's exactly what it means." Levy moved some of the clutter away and placed a map on the table. "I've been researching it and I believe I've found the place that this scroll is talking about. The scroll is written in the Esralixal language. The Esralixal was an old kingdom that resided on the eastern side of what is now Fiore. Around here." Levy indicated a location on the map. "The Esralixal are known for coveting precious jewels, and I believe the first line refers to this. Rubies where a gemstone that only the wealthiest could own, and the crown of their queen was decorated with them."

"So ' _under the stone of the queen's soul_ ' refers to a ruby then? But how does that tell you a location?"

"Simple, the Esralixal where a matriarchal society. The queen held the greatest authority, however women were also typically confined to their homes. So that would mean that the location would be the castle where the queen lived. The ruins of that castle are a historical site now so we could visit if we wanted to."

"We? You want me to come with you?"

"Of course, I need someone with the power of dragons after all. This may also be a clue to finding out about why your and Natsu's dragons disappeared. So, want to take a look?"

Wendy wasn't sure what this old kingdom had to do with dragons, but this was the best clue relating to the dragons she'd had and she wasn't going to pass it up.

"Yeah let's go check it out!"

"Alright! Let me pack some of my notes, and some of my research gear. Jet and Droy are out on a job so would you mind helping me carry some stuff?" Jet and Droy where the two other members of team Shadow Gear.

"Sure", said Wendy picking up the things Levy handed to her. Loaded up with their gear the two girls set out for their destination.

* * *

\- Esralixal Castle Ruins – Eastern Fiore -

The trip had taken nearly a day and much of it had to be done on foot because the train could only take them so close. Levy had wanted to rent a magic car but Wendy was steadfast in her refusal of transportation. In this manner the two girls reached their destination, albeit a bit tired.

"So... this is... a castle?" The building before them was a lot smaller than Wendy had been expecting. It looked to be a little smaller than the Fairy Tail Guild hall and Wendy didn't think it deserved to be referred to as a castle.

"The Esralixal where a mining based society, most of the castle is actually dug into the ground. Historical records suggest that this is one of the main reasons the Esralixal where so powerful. With most of their castle underground it would be hard to attack them after all."

"Huh." Wendy looked at the ground around here but there was nothing that indicated a large structure was beneath their feet. The area around was certainly a higher elevation than the surrounding hills but, it was still the same rolling plains that were iconic of eastern Fiore. "So now that we're here what are we supposed to look for next?"

"Hmm", Levy pulled out her translation. " _In the den of the elders who serve the_. I wasn't able to translate what came next but, I think it probably refers to royal advisers. At least that's my opinion, it's hard to say when we don't know who or what they were serving."

The girls had reached the entrance to the castle and they stared down into the gloom inside.

"I get the feeling I've been going to dark and weird places a lot more lately", muttered Wendy.

"Solid Script: Light!"

Levy used her script magic to create a floating light source. The source was the word light written in the air and it glowed with a white light. The two made their way into the castle carefully. The stairs were worn and much of the structure seemed to be crumbling.

"Is it really safe to go inside? It looks like it could collapse on us at any moment."

"Not a problem. The Esralixal are well known for their incredible buildings. It's just a little bit worn down from age that's all."

The two had reached the end of the stairs and were now standing in a large hallway that led off in several directions. This area looked to be in better shape than the entrance. There were several rooms connected to the hallway but much of the decor and furnishings were gone so it was hard to tell what the rooms may have been used for. Because Levy controlled the only light source; the two girls had to search together.

The stones used to construct the walls were in remarkably good shape and Wendy could sense a trace of magic in them. This was likely the reason that the ruins had been so well preserved. Each of the rooms seemed to have some kind of purpose. One of them looked like a dining room, while another was a storage area. One large room was completely empty except for a statue of a naked woman. The statue had her eyes closed and she was holding some kind of tablet to her chest. After searching a couple of the rooms Levy pulled out her translation again and read over it a few more times.

"Hmm, I translated this word as elders but perhaps... That's it!" Levy let out a loud cry while reading over her notes. "It makes sense now. If this isn't elder then this would be... and then that would become like this." She had brought out a blank sheet of paper and was furiously scribbling notes on it. "Wendy take a look at this!"

Wendy took a look at the newly worded line of text.

 _In the place where time is ordered._

"Place where time is ordered? I don't get it. And how did you figure out that your translation was wrong?" Wendy wasn't familiar with these things, so she was confused.

"Well my first thought was that it was referring to some kind of council room where elders gathered as advisers or something like that. But, that seemed to be too vague so I changed the structure of the sentence a bit. There isn't a very clear sentence structure in the Esralixal language so I tried approaching it differently. This character means old or timely, but it can also mean age or time. And this one indicates an action which I thought was served, but is actually ordered. Anyway, this means that we've been looking for the wrong thing this whole time."

Wendy was struggling to keep up with Levy who was talking incredibly fast in her excitement. Wendy didn't know much about translating old languages so she just nodded her head.

"So", said Wendy, "what are we looking for then?"

"A clock! Or more specifically a calender. Follow me!"

Levy grabbed Wendy's hand and drug the smaller girl deeper into the ruins. They went to the far end of the hallway before coming into a large circular room. The room led off in several directions and Levy led them to the path on the right. Inside there was a strange pattern carved into the floor and walls. In the center of the room there was a strange formation of stones and light from outside shown down on them.

"This is it! The Esralixal created a calendar system that they used to divide up the seasons. So the place where time is ordered would refer to a calendar where dates are ordered." Levy was running her hands along the walls as she presented her information to Wendy who was looking a little dumbstruck. The patterns were organized in some kind of pattern that Wendy was unable to identify. "Here let me show you!"

"Solid Script: Fire!"

Levy called up a word of fire and lit a brazier that stood in the center of the room. The light of the flame cast an unnatural light that cast shadows across the patterns on the floor. The light from above also cast shadows and in several places these shadows overlapped.

"The areas where the shadows overlap indicate the season and the date. The floor pattern is divided into four major sections that makes up the four seasons. The characters inside indicate important dates. These important dates correspond to a pattern on the wall. The wall explains the importance of the date and when it became an important date. Think of it as something like a holiday on our modern calendars."

Levy was pointing out everything as she talked but Wendy wasn't sure how this was relevant to what they were looking for.

"Okay I get that", said Wendy. "But what are we supposed to be looking for in here? The part you translated didn't say what we should do in here. The next line was _'The passage of time continues ever forward'_ right? But, a calendar loops back around right?"

"Exactly. If it continues forever then the thing we are looking for is the last date on the calendar. At that point the calendar ends but time would still continue right?" Levy indicated the point on the calendar where it looped back on itself. "The problem is... I'm not sure what season the Esralixal considered to be the end of a year. The modern calendar ends about halfway through winter, but I don't know about this one." Levy was reading over the symbols on the floor but she was clearly struggling to translate most of it.

"What do we do then? Do we just try all four seasons? And what do we even do when we select one of the seasons? The only exit is back to the previous room."

"I think... we need to look for a specific date. As I said our modern calendar doesn't just end at the end of a season so it's possible this one doesn't either. After we know what the specific date is, I think we need to figure out how it relates to what is written on the wall. This might take me some time, so you can just relax for a while."

Levy had pulled out her notes and spread them on the floor. She then started moving back and forth between the symbols carved into the stone. Wendy wasn't going to be much help, so she moved off to the side and took a seat against the wall. She let her mind wander while Levy worked on translating the calendar. She was lettin her eyes pass over the writings on the wall when she noticed something odd. Curious she walked over to an unusual symbol on the wall. Unlike the other characters this one was far more detailed. It had more curves and was as long as three or four of the other characters. Wendy traced her fingers along it and she could feel something unusual about the stone. To test her theory she moved her hands along several of the other symbols nearby.

"Wendy? What are you doing over there?" Asked Levy as she noticed the small girls odd behavior.

"There's something strange about this symbol. It's a lot larger and the stone it's carved on is completely smooth while the surrounding stones are rougher."

Levy moved over to the other girl and pressed her hands against the wall the same way Wendy had just done.

"You're right. I've never seen anything like this symbol either. Did someone swap out some of the original stones?" Levy pressed down on the smooth stone and stroked along the edges. "Wendy can you help me try to pull this out?"

"Yeah", Wendy said as she dug her fingers into the stone. The stones were so tightly packed that it was hard to get a grip but the two managed to slowly wiggle the stone forward. Once it was far enough out that they could get a good grip on it, they pulled it out and set it on the ground at their feet. In the open space behind the stone there was some kind of switch.

"What's this?" Levy wondered aloud as she ran her hand along it. She let out a sound of surprise when the switch made a loud click as it shifted down. The girls heard something moving nearby and there was a loud cracking noise. "Crap, what did I just do?"

The two girls scanned the room but there was nothing different.

"Maybe it did something in a different room? I hope it wasn't some kind of trap."

"Y-yeah, my bad. I didn't think it would move that easily."

Levy gathered her notes up and the two made their way back into the large circular room. They didn't see anything different in there either so they decided to keep going forward. They were alert for anything strange as they searched the nearby rooms. After searching for a while they didn't find anything out of the ordinary.

"It sounded like it was close but I'm not seeing anything unusual", said Levy. "Uh, the next part of the scroll was _'The guide is the watcher'_."

"We don't even know if that switch had anything to do with the scroll though."

"That's true... but I think we should assume it was because it was in the right location. How many weird secrets could they have built into this place after all?"

The two girls had searched all the surrounding rooms and were standing back in the circular room. Wendy was feeling a bit chilly from the cold air underground. The slight breeze wasn't helping either and she felt herself shivering.

"Breeze?"

"Did you say something Wendy?"

"I can feel a breeze coming from somewhere."

"What? That can't be. We're underground why would there be wind?"

"I don't know but", Wendy drew on her magical energy to read the air around her. She could smell something unusual in the air and it was coming from the direction where she had felt the breeze before. "This way!"

Wendy led them back to the hallway where they had started and led them to a room they had gone into when they first entered. It was the room with the statue of the woman but something was clearly different. The statues eyes had been closed before but they were now open and looking at the ground nearby. Additionally, she was now holding the tablet out in front of her instead of against her chest.

"This is what that switch did." Said Wendy as she ran up to the statue. The tablet had more Esralixal characters on it and there was a small indentation in the shape of a hand.

"Let's see... I think I can translate this, just give me a moment."

Wendy moved out of the way letting Levy study the tablet. She scribbled away at her notes as she compared the characters. She tossed several papers on the ground after covering them in writing, apparently not happy with them. She spent nearly half an hour studying the tablet before stepping back with a sigh.

"I don't get it. This is nearly identical to the line from the scroll. _'Mightiest of all creatures, the soaring giants shall present their strength, then the watcher shall become the guide.'_ The creatures referred to would be dragons and I think this statue is probably the watcher that is being referred to. But, I don't understand what it means when it says they will present their strength."

"Does it mean that I need to do something? Surely it doesn't mean that we need an actual dragon right? What about the hand does it say anything about that?"

"Hmm. I don't think that it does. How about you put your hand on it. It talks about dragons so maybe it will do something."

Wendy moved forward and placed here hand atop the tablet. The stone felt cool to the touch but other than that there was nothing unusual. She didn't feel any magic in the stone and she couldn't hear anything moving nearby. Deciding to try a different method she gathered her magic around her hand and applied it in the manner of dragon slaying magic. As soon as she used her magic there was a loud cracking noise and the ground beneath her shook. The tablet beneath her hand shattered as her magic coursed through it.

"W-wendy! What did you just do?!"

Wendy stumbled back from the statues as the ground fell out beneath her feet. She felt herself falling and she heard Levy shouting near her. After falling a short distance she felt hard ground underneath her and she bounced off the ground before coming back into contact with it. Her body felt sore as she struggled to her feet.

"Levy are... you okay?" Wendy could feel pain shoot through her legs as she stood up.

"Yeah. I'm fine I think. What about you?" Levy was climbing over some debris to where Wendy was. She was covered in dust and looked a little beat up, but there didn't seem to be any serious problems. "What happened?"

"I don't know. I used some dragon slayer magic on the tablet and it cracked under my hand. Then I felt the ground moving and then we fell."

"Huh, so by present the power, it wasn't referring to actual dragons, but to someone with the power of a dragon." Levy helped Wendy climb up the rubble so that they could take a look around. "The next part of the scroll said ' _The power unleashed, the stone revealed, the path laid bare'_. So you unleashed your power the stone floor collapsed, so we should be looking for a path."

"Levy, over there." Wendy pointed to a section of the collapsed floor that was covering part of a door frame. The two girls moved over to it and shoved the rubble out of the way revealing a pathway leading down. "Do you think we should go down? It looks awfully dark."

"Of course! We've already come this far, there's no way we can turn back now."

The two started down the pathway with Levy in the lead controlling the light source. The path was too narrow to walk side by side so Wendy had to follow Levy's lead. The further they went, the more dry the air became, and eventually it became completely stagnant. Unlike the ruins above, the walls and floor of this tunnel weren't constructed out of stones. Instead the passage seemed to be one large piece of stone. While clearly man-made the tunnel was a lot more natural than the ruins had. The path down seemed to keep going and it was hard to tell how long they had been walking. The air had been becoming noticeably cooler as they continued down the passage.

"Wendy, I think I can see something up ahead."

Wendy peered over Levy's shoulder and sure enough there was an exit not too far ahead. The two cautiously approached and passed through to the other side.

"Where are- what?!"

The area around them looked to be some sort of private quarters. There was a bed, a dresser, a bookshelf, and even a table with chairs. There was a shelf above the bed that had several weird stone carvings on it.

"What is this", wondered Levy as she wandered around the room.

The stone carvings had caught Wendy's eye and she went and picked one up. "Levy, it's a dragon." Sure enough the sculpture in her hands was most certainly in the form of a dragon. As soon as she spoke, Wendy could feel something moving in the air. Looking around she was greeted by a bright light as an orb on the ceiling lit up, lighting the room.

"Well that's convenient, I was starting to run out of magic", said Levy as she released the light spell she had been maintaining. "Did that statuette cause the light to come on?"

"I don't know. But, what do you think this room is for? It's pretty far from the rest of the castle so I doubt this was somebodies bedroom."

"Yeah. Maybe it was some kind of escape route, or perhaps it was a ceremonial room. It feels a lot newer than the rest of the castle so maybe it was never finished." Levy was picking up and flicking through the many books on the bookshelf. "One things for sure, a lot of effort was put into the appearance of this room." Levy opened up the books and showed them to Wendy, but they were all blank inside. "I've looked through all of them, they're all blank."

Wendy placed the dragon sculpture back on the shelf and examined the others, while Levy went over and investigated the dresser. The other sculptures featured beautiful women in suggestive poses. Wendy felt herself blushing as she looked over them. For some reason the dragon statue was the only distinct one among the set.

"Hey look at this", said Levy as she pulled some clothes from the dresser. Clothes, was putting it nicely because what she had pulled out barely qualified as such. There was an ornamental bikini that wouldn't cover much of anything. There was a see-through shirt that emphasized the breast. Many of the other clothes had a somewhat similar theme to them.

"Levy... do you think this room was for... you know?"

"Y-yeah probably... Uh, this wasn't what I was expecting. Maybe we ended up in the wrong place? Anyway this is a pretty big find, these clothes are in good condition so we could probably earn a bit of money for them. Though I don't really want to be the one to sell them."

"Is that so? These statues are... well carved but... well, yeah." Wendy blushed again when she glanced at the statues and Levy had a similar reaction.

"Eh he he", Levy let out a nervous laugh. "Uh did you find anything on the bed?"

"No, I hadn't looked at it." Wendy put her hand on the bed and ran her hand across the bed sheet. It was made of a nice soft material and it felt cool to the touch. Wendy pulled back the covers and investigated the rest of the bed. When she pulled back the sheets a sweet smell filled the air and the bed itself had several small flowers on it. "What is... that nice smell?" Wendy could feel herself getting dizzy from the smell of the flowers.

"Wendy! Get back." Levy pulled the smaller girl away but the smell had already spread throughout the whole room. Levy felt a shiver run through her as the intoxicating smell reached her nose. "Ugh, what is this?" She felt her legs lose strength as she leaned forward on Wendy, trying to keep herself from falling. However, Wendy was also affected by the smell and she wasn't able to support both of their weights. The two girls fell forward hitting the hard ground. "Ah, sorry Wendy, are you okay? I think we need to get out of here."

"Levy, I... I think there's something wrong with those flowers. This smell is-"

Wendy moved to face Levy and the older girl inhaled sharply. Beneath Wendy's dress there was a massive bulge that was clearly straining against the confines of her clothes. Levy stared at it in confusion as her brain tried to process what was happening. Unfortunately, the flower's scent was making it hard to think and her body was feeling uncomfortably hot. Wendy on the other hand, noticed Levy staring and moved to cover herself.

"Th-this isn't what you think. Um, I can explain this but I think we need to get out of this room." Wendy tried to cover up her situation, but her body didn't want to listen to her. Despite the fact that she should be highly resistant to status effect magics, whatever power those flowers had were significantly more powerful than she could protect herself from.

"Wendy, I'm feeling strange. I can't stop sweating and my heart rate is speeding up."

"Ugh, I know. If I could just cast a resistance spell." Wendy tried to focus her magic, but her mind was clouded and she wasn't able to draw out much strength. She knew she was only going to be able to cast the spell once so she placed her hands on Levy's arms. "I'm going to give you a moment to resist the smell. You need to get out of here during that time." Wendy stilled her breathing and focused what strength she could.

"Raise!" A green light flashed from Wendy's hands covering Levy briefly.

Levy could feel her body coming back under her control. She immediately grabbed Wendy and pulled her towards the exit. As she did there was another flash of green light that illuminated the room blinding the girls. When it faded the room was the same as before but the effects of the flowers had dissipated and there was a feeling like a breeze passing through the room.

" _Oh mage blessed with the will of the dragons. Thou art the key that shall lead to greatness and the foundation of great magic. Thy strength of mind has surpassed the will of old."_

A strange voice echoed through the room but the two girls were unable to find a source. It felt as if the voice was speaking directly to their minds.

 _"Thy secret is held for safety, from all but those of dearest trust. Thou art courageous and strong, trust thy instinct. Thou shalt be the one to pave the path forward, with the aid of thy most trusted. Take heart and thou shalt be lead to a most beautiful future."_

The voice slowly faded away and the two felt themselves returning to normal. However, there was still one glaring problem. Wendy being a futanari wasn't able to repress her body and her large erection was still readily apparent. She turned herself away from Levy to cover it up as best she could. Levy did her best to avoid looking, giving the younger girl her needed privacy.

"So, what do you think that was?" Asked Wendy.

"It seemed like the room responded to your magic. Maybe there was something in here that was supposed to respond to the presence of a dragon slayer? In any case, I didn't find what I was expecting. The lady who gave me the scroll said that there was supposed to be some secret here about a magical artifact that would strengthen the person who found it. Something like a book containing the knowledge of all magics, but the only books in the room are blank."

"O-oh. Then I suppose that our coming here was a waste of time." Wendy was struggling to keep herself in check as her raging erection refused to quite down.

"I guess... Hey Wendy, that voice mentioned a secret of yours, would that be referring to your um... that?"

"Y-yeah. I guess there's no point in hiding it now. I'm what's known as a futanari, I'm a girl but I also have a... p-penis. It's a magical mutation, um I'm only like this because of the flowers. I'm sorry." Wendy was uncertain of what she should do in this situation, but she knew she needed to relieve herself soon or she would start to lose control like she always did when she was erect.

"I've actually read about futanari's before. It's supposed to be an incredibly rare mutation. You don't need to worry though, I won't tell anyone else about this I promise. I'm sure you are keeping it a secret for a reason, so... uh. Are you... alright?" Levy had noticed that Wendy had been standing a little ways off hunched over with her back to her. She could tell that the dragon slayer was embarrassed about the situation.

"Well actually... I uh, need to relieve myself. If I don't this won't go down for quite some time, and if it stays like this for too long then I end up being able to control myself. I just need a few minutes..." Wendy's voice trailed off at the end and her face was burning red. Things like this kept happening lately even though she had no intention of involving others.

"That's it!" Shouted Levy.

Wendy was so surprised by Levy's outburst that she turned around to see the older girl walking up to her. Levy put her hands on Wendy's shoulder and stared her straight in the eye.

"I figured out what the lady meant! I remember reading that the sperm of a futanari is supposed to be able to increase magical power right? That must have been what that lady was talking about! You're able to boost peoples magical energy by having sex with them, in other words, you can make other people much stronger. In that sense the magical mutation that is known as futanari could be considered an ultimate magic that let's its owner have access to any and all magics! Just by being with others you can increase their magical powers while also learning about their abilities, so you could in theory experience any and all magics!"

Wendy was overwhelmed by Levy's excitement as she shouted her conclusions out loud. Levy smiled and hugged Wendy and jumped up and down in happiness. Wendy could feel her member caught between their bodies but Levy was so caught up in her discovery that she didn't seem to notice.

"That's awesome Wendy! I can't wait to... well I can't actually tell anyone, but still this is a huge discovery!"

Wendy was worried about the direction Levy's thoughts were headed and she decided to interrupt the girl. "Levy, the scroll said that you needed the power of a dragon slayer right? But, that doesn't necessarily mean me. What if you had come here with Natsu? He's not a futanari so I can't possibly be what the scroll was talking about."

Levy considered what Wendy had said for a moment before replying. "That is true... However, there are other indications in the room. Those statues you were looking at on the shelf, they aren't just female, they're all futanari." Wendy looked at the statues again and sure enough they were carved futanari, something she had completely overlooked. "Also, some of those clothes from earlier had a hole for a penis, even though they were clearly woman's underwear. In other words, the source to all magics is futanari's, in other words, you!"

Wendy couldn't argue against Levy's sound logic. However, she was starting to reach the point where she wouldn't be able to hold back and she really wanted the other girl to give her some privacy.

"So what are we waiting for? Hurry and take your clothes off Wendy."

"Huh?" Wendy was confused as she watched Levy strip to her undergarments. Her petite body was really pretty and was a huge contrast to the other girls Wendy had seen nude. Compared to Lucy and Erza, Levy's body seemed almost childish.

"What? If you're like that then you need to ejaculate right? I've read about these kinds of things so hurry up. Or am I not attractive because I'm so small?" Levy seemed a bit down as she passed her hands over her small breast and flat stomach.

"N-not at all! You're plenty attractive. And if you're going to call yourself small, what does that make me", Wendy muttered the last part to herself. "But, I can't just have sex with you, we don't even love each other." Wendy thought back on what had happened with Lucy and Erza, and she couldn't help but wonder how she kept getting into these situations.

"Hmm, that's true." Wendy was happy to hear Levy agree with her ideals. "But, I'm really curious about this. And you need to have sex with a lot of people to gain all kinds of magical knowledge right?"

Wendy tilted her head at Levy's statement. "Um, I never said I wanted to gain a lot of magical knowledge though. Even if you say that I could, it's not I can just have sex with any female wizard I see right? Besides, I don't want to have sex with someone if I don't love them."

"In that case, what if I said I love you?"

"Eh? What?! Why?!"

"You said that you can have sex as long as you love someone right? Love takes many different forms you know? For instance, I love you as a friend. It's not a romantic love but it is still love. As someone who is interested in the origin and study of magic I also love you, because you have the potential to answer dozens, even hundreds, of questions about magic. I think that you are over-thinking things because of your situation, but I think it should be fine for you to have sex with anybody who is willing to let you. Futanari's have a huge sex drive so it wouldn't be weird to have multiple partners. Although I agree you shouldn't just have sex with people you don't care for. Er, to make it simple, if someone wants to have sex with you and you like them, then I think that's fine."

Wendy listened to Levy's argument and she couldn't help but be reminded of what Erza had told her before their first time. Wendy didn't completely agree, but perhaps the two of them were right. A futanari's libido was certainly too much for a single partner to handle, Wendy already knew this. In that case perhaps it would be okay for Wendy to have several partners, whom she was close to. She wouldn't just have sex with anybody, but she was also willing to accept more people. It differed from her own beliefs but perhaps her view had been to narrow.

"Alright I understand. If you are really okay with me, then I would be happy to have you be my partner", responded Wendy.

Levy's face lit up in a smile as she pulled Wendy into a hug. Tilting Wendy's head up a bit, Levy brought their lips together. It was a soft kiss, just a brief touch but Wendy could feel Levy's love in it. It wasn't a romantic or passionate love, like Wendy felt with Mirajane or Erza. But, Wendy couldn't deny the feeling of love that she felt from the kiss. It was also a new experience for Wendy to not have her head tilted far back in order to kiss someone. Levy wasn't much taller than her so Wendy felt strangely comfortable with her.

The two shared a few more brief kisses, never longer than a second or two, as they moved towards the bed. They brushed the flowers off the bed as they climbed on top still embracing. Wendy was on top, and their kissing and hugging had made her already erect member as hard as it could get. Levy helped strip her revealing her enormous cock.

"Whoa. It's a lot bigger than I had expected. It looks kind of gross attached to your small body." Levy commented as she felt Wendy's rod with her hands. She stroked it lightly and caressed the base and the hard with her fingers. Levy's hands were quite small and she displayed incredible dexterity as she felt around Wendy. Her hand at the base moved lower, stroking Wendy's moist cunt. "You do have both parts interesting. But you don't have testicles? I remember reading that some futanaris do, but it seems like you don't. I wonder how you produce semen then."

"What? I don't know. I'm not very knowledgeable about my own body, sorry."

"No? Well you see, you don't have a clitoris right? That's because you penis is actually your clitoris, or what would be the clitoris on a normal girl. Also futanaris with testicles don't have a vagina. That's because the ovaries exist outside the body as testicles. So in a sense, those kinds of futanaris could pass for a male, but they were born as a normal female and became a male over time. It also seems when this happens the futanari will lose their unique properties and will become a male."

"So if I were to get testicles I wouldn't be a futanari anymore but a guy?"

"Something like that. At least that's what I've read, I don't have any first hand knowledge." While they were talking Wendy had laid down on the bed and Levy was now on top and she was pointing out the parts of Wendy's body. "Anyway, I'm sure you can't wait much longer", Levy said with a sly smile as she moved her head down and kissed the top of Wendy's meat rod. "Do you like fellatio?"

"Yeah, I like to have the tip licked."

"I see", said Levy flicking her tongue around the head of Wendy's penis. "I assume you have some experience with this kind of stuff then? In that case just tell me what feels good." Levy wasn't at all put off by the fact that Wendy had previous partners. True to her words, Levy loved Wendy in her own way, and she was okay with loving her just like that. If a time came where Wendy decided on a single partner that she wanted to spend her life with and it wasn't Levy, then she would be happy to wish them well.

"Ah... yeah that's good", moaned Wendy. "Can you also stroke it while licking?"

Levy did as Wendy asked and wrapped both hands around Wendy's shaft. Even both of her hands together couldn't quite cover half of Wendy's monstrous rod. Levy moved her shoulders back and forth pumping Wendy's rod while using her mouth to pleasure the head.

"Ah that's good. Hah...ah can you... mmm take the head in your mouth? It might be too big khh... though."

"Hmm... ahmm... slurp... mmgh... amm.. mmph..." Levy opened her mouth wide and took the head in her mouth. She was able to take it deep enough to get a little of the shaft in also but her small mouth could not fit more than that.

"Mggh... slurp...ahmm... murrhmm... slur... slurm." Levy felt saliva leaking from the corners of her mouth and she could feel the liquid reaching her hands that were stroking Wendy.

"Ah hah... khh... That's so good... ah but don't... ha forget to use your tongue."

Levy had to move her head to allow her tongue to move. Wendy's rod filled most of her mouth so Levy wasn't able to use her tongue for much besides caressing the underside. She could taste a bitter liquid in her mouth and she recognized it immediately as precum. Sensing that she was making Wendy feel good she continued pleasuring the futanari.

"Agh... uhh... Levy... keep going khh... like that... ha ah hah just a... mmm bit more and I'll... cum...ahh." Wendy could feel pressure building in her abdomen as she ready herself to cum. Her head started going hazy as she felt herself losing focus of her surroundings.

"Slurp...mmgh... ahmmg... hrm mrm... mmf... mmMMGHH!"

Wendy grabbed Levy's head as she felt herself releasing. A huge flood of semen blasted forth from the head of her cock filling Levy's small mouth near instantly. Large streams of cum were leaking down the sides of her mouth and along Wendy's shaft. Levy kept pumping Wendy's cock the whole time making it easier for the cum to shoot out. Levy wasn't able to apply any suction with her mouth full but she was struggling to breath as her throat was pumped full of hot cum. Finally unable to take any more she shoved herself off Wendy and coughed up large wads of cum. Wendy's ejaculation hadn't finished and Levy's face was covered in a thick layer of cum.

"Ugh... hack... cough... mugh gulp... hah... cough cough." Levy tried to swallow as much as she could but the thick fluid stuck to her throat and she ended up coughing most of it out. As Wendy's ejaculation died down, Levy sat dazed as cum dripped down her face and body. She hadn't expected such a massive volume of cum and she regretted not removing her bra and panties before, as they were now both covered in sticky fluid.

"Ah...hah... Levy... that felt great... your small mouth was amazing." Wendy was panting for breath in the afterglow of her orgasm, her cock still standing tall. That had been the largest load she'd had in a while, and she wondered if the flowers before had messed with her body.

"I'm cough... glad it felt good. You certainly released a lot. I thought I was going to die for a moment there, gulp." Levy licked the cum off of her face and swallowed it. It tasted so-so but she knew that consuming it was the best way to absorb a futanaris semen. She wasn't able to swallow it all though and ended up in quite a messy state. Strings of it were in here hair and her upper body was covered in a layer. With a sigh at her appearance she removed her ruined undergarments and tossed them aside. Now nude she brought her face towards Wendy kissing her partner.

"Sorry, I didn't think I was going to cum that much. You're a mess."

"Yeah you really surprised me. But it means I made you feel good right? That makes me happy." Levy leaned down and kissed Wendy again. This time it was a deeper kiss, their first one. She licked Wendy's tongue and the inside of her mouth before pulling back. "Hehe sorry, I probably still have some of your cum in my mouth, you probably didn't want to taste that."

"Not really. But, it felt great kissing you." Wendy pulled Levy down into another kiss, this time pushing her tongue into Levy's mouth. Levy did taste like her own cum but Wendy had come to not be bothered by the taste so much lately. Underneath the bitter taste Wendy could taste a hot sweetness that was Levy's own flavor.

While they were locked in a kiss Levy positioned herself above Wendy's rod. She was a bit scared because of how large it was, but she had come this far and her body wanted Wendy.

Wendy grabbed Levy's hips and guided her down onto her rod. Levy held Wendy tight as the two continued kissing as Wendy pushed her way inside. There was a brief resistance and Wendy felt something tearing as she took Levy's chastity. Once she was as deep as she could get Wendy held Levy in place. Levy's body was too small for Wendy's size but she didn't try to pull away. Her hot walls squeezed down one Wendy with enough force to make her feel pain. Wendy was worried about her partner but she held their bodies together.

Levy was holding Wendy as tight as she could while tears streamed down her face. The pain of losing her chastity was much worse than Levy had expected, though this partly due to the fact that Wendy's cock was so large. She could feel the blood of her first time sliding down her thighs as Wendy held her in place. It hurt a lot, almost more than Levy could handle. She had a small frame and Wendy's penis was definitely way too big for her. But she had come this far, there was no way she was backing out. Digging her hands into Wendy's back she slowly started moving her own hips.

"Levy. You don't need to push yourself. I can feel how much pain you must be in. Take a minute to get used to it."

"Eheh", Levy let out a little laugh as she looked at Wendy with tears streaming down her cheeks. "I know my own body well enough. It seems like we're not very physically compatible, but I want to do this with you. It hurts, but I should still be able to make you feel good so don't worry." She slowly slid herself up and down making only the smallest and slowest movements.

While Levy's insides were hot and tight, Wendy was able to fully enjoy them because of how tight it was. Additionally, the slow pace that Levy was moving was only serving to tease her. Deciding she had to take things into her own hands she rolled Levy over switching their positions so that she was on top. She felt Levy tighten when she moved and saw pain on her partners face.

"O-oh ugh you... want to move ah... th-that's fine... be as rough as you want." Levy gave Wendy a smile but the pain was all to clear on her face.

Wendy was not going to be able to enjoy this at all like this, and she did not want Levy's first time to be a bad memory. She moved her face down and licked across Levy's petite body. She started at her collar before moving down to her shoulders. She left a trail of saliva as she moved. She switched between licking and kissing as she tried to pleasure her partner. Wendy moved down further reaching Levy's small breast. While they were small they still had more volume than Wendy's own. She licked around the soft skin and took one of the bright pink nipples between her lips. She sucked at it and flicked it with her tongue while she caressed the other with her fingers. Gently biting down on it she was able to get a moan of pleasure out of Levy. With her other free hand she grabbed hold of Levy's petite butt and squeezed it affectionately.

"Mmh... you're ahh... pretty good ha... at this mmmh ah... Wendy. hah... But... mmm don't you want to... haa move?" Levy held Wendy's head against her chest as the small girl attacked her nipples. The mix of suction and play biting had caused her nipples to become stiff and they were incredibly sensitive. Levy reached out her hands to caress Wendy's small chest. While they had no volume to them, they were very soft and her nipples were also stiff.

The two girls played with each others nipples for a while before Wendy broke away and moved up to kiss Levy some more. The two entwined their tongues and as they did so Wendy began shaking her hips. She had noticed that Levy had become really wet and had loosened up a bit. As soon as she started moving she felt Levy squeeze down with her pussy and her arms. However, the pressure wasn't painful like before so Wendy was able to thrust without hurting Levy.

"Ahmm... kiss... ugh mhn... ah... mgh... kuh ah... Wen mmh kiss… dy..."

Wendy kept their lips locked together and focused on making herself feel good as quickly as possible. While it wasn't as bad as before, Levy was still in some pain and Wendy wanted to finish this without hurting her.

"Ah! Wendy... hah... mmh... kiss hmm... ahm... slurp... kuh."

"Mhh... mmffh... hah... ahm mmh... khh... hah... kiss... muhh... lick... ha,"

The two were locked in passion as Wendy shock her hips. Her rod was slick with Levy's fluids and she was enjoying the hot tightness of the petite girls body. Erza had also been really tight but that was because of her impressive physique. Levy, on the other hand, was tight because of her size. Plus, out of the girls Wendy had been with, Levy's pussy was definitely the hottest. The internal heat felt amazing mixed with her slimy fluids and Wendy could feel herself getting close.

"Ha... mh.. Wendy... you're mmg... gha... twitching... hma are... yo- ah... you... about to gahh... cum?"

"Mhh!" Wendy couldn't answer but she grunted loudly into Levy's mouth as she shook her hips more intensely. Feeling the boiling pressure in her loins Wendy made one last strong thrust as deep as she could as she let loose her load. Hot cum burst from her tip, flooding Levy's hot cunt. Wendy could feel each powerful throb of her cock as she filled Levy's hole with her seed.

Levy could fell the heat from the huge load of cum filling her and burning against her already heated insides. She felt herself trembling as she felt wad after wad of hot cum pound against the inside of her cunt. She felt Wendy pulling herself once she was filled, making sure to fill the now empty space with her hot seed. Finally pulling free with a loud plop, Wendy's cock jumped around as she shot her seed all over Levy's body. Levy felt the spots where the cum landed burning hot.

Once her second ejaculation was finished Wendy collapsed onto the bed next to Levy. The room smelled like semen and her fluids and ended up all over the room. A pool was forming between Levy's legs from the huge quantity that had been shot inside her. Wendy felt her erection going down now that it was satisfied.

"Ha... ha... ha... that was... incredible... I've never... felt anything... like that", said Levy. "It hurt at first... but at the end... it felt great... when you started... cumming inside... I could... get addicted to this." Levy gave Wendy a smile and a peck on the lips.

The two rested for a while before getting up. Levy was completely covered in cum and the had not method to wash it off. Deciding that their was nothing they could do they got dressed and headed out. They found a lake nearby and Levy washed herself as best she could. After that they made their way back to the guild, with Levy insisting they hold hands the whole way.

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So that's it for chapter 6. Wendy got a bit of character development this chapter so that's nice. Although, I did end up spending a lot more time on the ruins exploration part than I had originally planned too. Oh well? In any case I hope you enjoyed! Next chapter is going to be the first threesome! Who's going to be involved? Well obviously _ and *****.

Until next time then.

So totally forgot to do this part whoops! Caught it just as I was going to bed so here's Levy's bio!

Levy Bio:

S or M: Middle ground

Weak Points: Sensitive nipples. Her sides are surprisingly ticklish.

Turn ons: Hugging, kissing.

Fetishes: Deep throating, oral


	7. Ch 7 Punishment & Lust

Hey Sai here, it's not like I wrote this chapter for you or anything... BAKA!

 **vvv**

 **Quick Announcement! For those not aware, reviews are currently bugged on site and aren't showing up properly. They should hopefully be back in the next few days. This means I can't get your feedback until then because I have emails turned off because I don't want my inbox getting spammed.**

So yeah, I know it's been a long wait but here is chapter 7 of Futa Wendy! I know many of you have been looking forward to it. However, before I start there are a few things I want to talk about.

Firstly, thank you all so much for the incredible support you have given to this story so far. The reviews and comments have been overwhelmingly positive thus far, and I can't believe that this story already has almost 100 followers, 13,000 views, and 70 favorites. I started this series only two months ago and it's already this popular. What the actual heck, you people are nuts.

Secondly, I am starting another series that I will be writing occasionally called Fairy Tell or Dare, which will be an F/F, lesbian, yuri series based around the game of truth or dare. Only the prologue is out at the moment but I'll be writing the first full chapter for it before I get around to chapter 8 of this series, just so there is something there to read.

Speaking of chapter 8, it won't be out for quite some time. I currently have summer classes, and am looking for a job so I don't have a huge amount of time to write. Also I want to cover most of the Phantom Lord arc in chapter 8 so it is going to be pretty long and it won't have a sex scene. However, chapter 9 will and it's going to feature everyone's favorite water mage.

Well this has been a pretty wordy intro and I know you all are excited about this chapter, so let's get started.

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Wendy found herself in an unusual situation. She was at home on top of her bed, which was a perfectly normal thing, but it was her current state that was abnormal. Her hands were tied behind her back, she was fully nude, and Erza and Mirajane were talking quietly nearby. Wendy had spent the past few minutes trying to put together the reason for her current situation.

She had been at the guild hall earlier talking with Levy and relaxing. The two had just been talking about nothing of any real importance when Jet and Droy came up and asked Levy to head out on a job with them. She couldn't turn her teammates down so she agreed to go with them. Before leaving though, Levy pulled Wendy off to the side and gave her a kiss on the cheek when she thought no one was looking. However, Mirajane was nearby and she had noticed; although she didn't do anything about it at the time. Wendy waved Levy off as she set out with her team.

Later while Wendy was walking around the guild aimlessly, Mirajane came up to talk with her. She asked Wendy if she could be home a bit early because there was something she wanted to talk about. Wendy agreed and a little while later, she set out for home. When she arrived home she was greeted by Mirajane in the living room. She then felt herself being grabbed from behind. Before she could figure out what was happening she was stripped naked, and her hands were tied behind her back. She was then carried to her room and tossed onto her bed by Erza who had also been waiting for her to return home. And those were the events that lead up to Wendy's current situation.

"Um... Mira-nee, Erza. what exactly is going on?" Wendy asked the two older girls. The two turned towards her at the same time.

"Wendy", started Mirajane, "I told you before that I was okay with you being with Erza, but when exactly did you and Levy get so close? I know you have your needs, but just how many girls have you been with now."

Wendy felt a chill go up her spine. Mirajane was scary when she got angry, and right now, she was quite angry. Wendy felt herself quivering under her harsh gaze as she struggled to respond. Wendy nervously looked to Erza for help.

"We understand that your situation is tough", said Erza trying to ease some of the tension in the room. "I told you before that it's fine as long as you love the other person, and I stick by that. However, you already have a commitment to Mirajane and myself, so I think we deserve a fair answer here."

Erza's words were less harsh than Mirajane's but she was still staring intensely at Wendy. Wendy realized that there was no escape from this situation so it would be best to just come clean. "Four. Both of you, Lucy, and Levy. I didn't mean to do it with them, but things happened... Um, I'm sorry." Wendy felt an ache in her chest as the two older girls gazed at her coldly.

With a sigh Mirajane relaxed her gaze before moving towards Wendy and pulling her into a hug.

"E-eh? Mira-nee?"

"You know I love you right Wendy? I love everything about you. But, my favorite part of you is your big heart. You care about others and have the ability to truly love people. I get a bit jealous of you sometimes to be honest. I'm possessive and insecure so I act poorly around you sometimes, but I'm not angry at you, I just want you to be honest with me. Given your condition, I understand that it's unreasonable to keep you to myself, and even if I wanted to, I couldn't possibly handle your sex drive alone." Mirajane pulled back and kissed Wendy on the forehead. "But I don't want you keeping secrets from me either."

"I agree with Mirajane." Said Erza who also embraced Wendy. "I told you that I think it's fine to love a lot of different people, and that love can take many of different forms. My love for you and Mirajane's love for you are different but similar, and I'm sure that's also the case for Lucy and Levy. There are many reasons to fall in love with someone after all."

Wendy felt incredibly happy as she was embraced by the two older girls. She hadn't been able to talk to them about being with Lucy and Levy because she was scared they would think poorly of her. "Then", said Wendy, "can you untie my hands? The rope is tight and kind of hurts." Erza and Mirajane both pulled back with evil smirks on their faces.

"I'm afraid not", said Mirajane as she stripped down to her underwear.

"We still love you, but you need to be punished for keeping secrets from us", said Erza who also stripped her outer layers.

The two older girls climbed onto the bed with Wendy, wearing only their underwear. The sight of both of them together was too much visual stimulation for Wendy and her cock was erect in no time. Mirajane moved up and kissed Wendy while stroking the small girl's chest. Erza took hold of Wendy's stiffening rod and began slowly stroking it.

"To make up for being with those other girls, you're going have to pleasure us as much as you can." Said Erza as she moved her head in and started licking Wendy's shaft She took the head into her mouth and circled her tongue around it slowly. "Mmmph... lick... ahmmm... slurp... hmph...mmh." Erza sucked down and her hot saliva slid down Wendy's shaft as it leaked from her lips.

Mirajane forced Wendy's mouth open and invaded the small girl's mouth with her tongue. She made sloppy wet noises as they passionately kissed. Her fingers caressed Wendy's flat chest and played with her nipples until they were stiff. Moving around she positioned her hips over Wendy's rod. Erza moved her head away and Mirajane moved her body down trapping Wendy's dick between them. Mirajane moved her hips back and forth rubbing her crotch against the underside of Wendy's shaft.

"Ah... Mi-Mira-nee haa... it feels... khh so good."

Mirajane smiled seductively at Wendy as she shook her hips in broader strokes. Wendy could feel the heat of Mirajane's pussy through her panties and her wetness was already leaking through, staining the soft fabric. Erza had stripped naked and then unhooked Mirajane's bra from behind. She embraced the model from behind grabbing down on her soft, white mounds.

"Ahh... Erza."

"Mira."

Mirajane turned her head and Erza pulled her into a deep kiss. The two kissed passionately while Erza continued groping Mirajane's breast. The redhead sank her fingers into Mirajane's soft, pale flesh, distorting its shape. She shook her hands causing Mirajane's breast to bounce and jiggle. The visual stimulation was incredible and Wendy felt herself ready to burst.

"Mira-nee hah... Erza... I'm ah..."

But Wendy's ejaculation wouldn't come. The stimulation was strong enough to keep her right on the edge, but not quite enough to push her over. Stuck in a pleasurable hell, Wendy tried to shake her hips but the weight of the two older girls kept her in place. The pressure inside her was at its peak, like a dam about to burst.

"Erza... mmgh you can hamph squeeze them harder... mmph." Mirajane moaned through her kiss. Erza responded by tightly gripping the other girls breast. The soft flesh squeezed through her fingers as she squeezed and shook Mirajane's tits. She let go and moved to pinch Mirajane's nipples with her fingers while shaking her breast up and down. The soft mounds undulated as they were pulled around.

Down below, Wendy was still on the edge of ejaculation and she was unable to think straight because of the intense pleasure. She wanted to cum, but the physical stimulation was just a bit to weak and it was driving her crazy. Her huge dick was pulsing and throbbing but she wasn't able to release.

"Ahh. You're quite the kisser Erza", said Mirajane as she broke away from the redhead. Turning her attention to Wendy she leaned forward so that her breast were dangling in front of the smaller girls face. Immediately understanding Wendy lunged her head out and sucked down on Mirajane's breast. "Ahn! Mmph... Wendy."

"Mmgh... suck... hmphm... ahmm... lick... slur... mmf." Wendy sucked hard on Mirajane's tits as she felt her orgasm approaching. But once again she was denied release and a painful tension had started building up inside her. "Ahhhhhhh! Ohgh...hah." Wendy felt a hand caressing the head of her cock, and looked down to see Erza gripping her tip with her soft hands. She massaged gently in circles, increasing the pleasure that Wendy felt, but not providing the stimulation need for the small girl to release her load.

"Hmmph... your throbbing quite a lot. Do you want to cum?" Asked Erza as she teased Wendy's sensitive rod. Her soft hands squished down on the head and her fingers caressed the edges gently.

"I want to cum! Ahh please... I hahn... want mmh... to cum... khh it hurts... ah ah haa... let me ahh... cum!" Wendy was unable to think straight from the pleasure. It felt like she had been cumming constantly for the past few moments but she wasn't able to release and her cock was aching and throbbing. Her mind was blank and tears were streaming down her face from the incredible stimulation.

Mirajane leaned her face in giving Wendy a quick kiss. "Then, you have to cum as much as you can inside me. Fill me with you hot seed." Mirajane whispered yo Wendy while licking the edge of her ear. Mirajane moved a hand down and moved her soaked panties aside and positioned herself over Wendy's rod. As she plunged her body down; she softly bit the small girls earlobe.

"Ahhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh!"

At that moment time seemed to stop. Mirajane sank all the way down on Wendy's rod and Wendy could feel a ringing sensation throughout her body. Her mind and vision went completely blank and she could hear a siren blaring in her head. For the next minute she was unable to see, hear, feel, taste, or smell anything other than her release. She felt Mirajane's hot walls squeezing her shaft, and her constant throbbing as she unloaded the largest load of cum she had ever let loose. She wasn't releasing wads of cum, but rather a steady flow like a sink faucet that had been opened wide.

Wendy lost track of time while her orgasm ran its course and when she finally came too she blinked and looked around her. Mirajane had moved off of her at some point and now she, Erza and Wendy were all covered in semen from the massive ejaculation. Mirajane's stomach was inflated and she looked like she was a few months pregnant from the huge quantity of semen in her. There was a constant flow of semen leaking from her vagina as she laid on the bed.

"Amazing", said Erza. "There's as much as the time you were with me at Apoth's. I hope you saved some for me though." Erza grabbed hold of Wendy's rod and took it into her mouth. Out of the girls Wendy had slept with, Erza was definitely the best at oral. She took Wendy's member deep into her throat and sucked hard, pulling out the cum that was still in her dick.

"Ertha... hah... jouu cann't... khhaa not naow... hahn I huust haame." Wendy was still dizzy from her orgasm and her words came out slurred. "Ohhhgh. Nohh... Ertha... wait... ugh."

Erza ignored Wendy and took her shaft as far down her throat as she could. Wendy wasn't sure how she managed to do so, but Erza was able to take half of her length into her mouth without gagging. The tight wet walls of Erza's mouth squeezed on Wendy's still sensitive cock. Erza also moved one of her hands to stroke Wendy's hot, wet pussy. She had learned that Wendy was incredibly weak to having her pussy stimulated, so whenever they had sex she always made sure to caress it, but she was careful to never put her fingers in.

"Ertha... I'be gumma ogh... ughh cum again." Wendy felt herself getting close but Erza pulled her head back and straddled Wendy's rod. Moving slowly, she sank down on the huge meat rod, her hot walls vibrating and squirming around it. Erza had learned to control the muscles in her vagina to some extent and she enjoyed making them ripple like waves. Sinking all the way down, she did just that without moving her hips.

"Ughh... I think you're bigger than usual... hah... are you excited mmh... to be doing it with two girls... hah... ahn! At... hhan once." Erza gyrated her insides without moving her hips, teasing Wendy's shaft. Wendy felt her urge to cum reach it's peak but again the stimulation wasn't enough for her to release. She couldn't believe she was being forced to endure this pleasurable torture twice in a row like this.

"Ohhggh Erza! Khhaa... no mowre... I cambt khhoh... ah ibts tew muhch." Wendy shook her hips as hard as she could, but with her hands tied behind her, and with Erza being so much bigger, she wasn't able to do much more than wiggle. "Pweathe... let mhe cuum."

"Not yet. I want to enjoy this for a while longer." Erza reached down and squeezed Wendy's small chest hard enough to hurt a little. But, because of the intense pleasure she was experiencing, even that pain turned her on. At that moment she felt something slimy and wet rubbing her vagina.

"Eh-ughha... Mirra-nee? Downt... khhaaah." Mirajane was licking up the sex fluids that were leaking from Wendy's hot cunt. The stimulation to several of her erogenous zones at once was way to much for Wendy to handle and she felt her mind going blank. Her pussy spasmed as she orgasmed but she was still unable to release her semen. The stimulation had caused only her female part to orgasm leaving her unsatisfied.

"Wendy... mph slurmp...mrm... you're so wet... mmph slur... mpph mm... you're constantly leaking...mmph... fluids... hmm mmphm... lick gulp... mmph... ha." Mirajane licked and sucked hard on Wendy's female parts as the small girls body was wracked by tremors of pleasure.

"Wendy", said Erza looking at the girl beneath her passionately. The redhead was stroking the lips of her moist cunt and wiggling back and forth on Wendy's rod. She lifted one of her large breasts to her mouth and sucked hard on her own nipple, giving the already stimulated Wendy one hell of a show. She teased the nipple with her teeth and sucked and squeezed the breast distorting it's shape. With that breast firmly in her mouth she shook the other one with her now free hand letting Wendy enjoy the rippling of her soft white skin. The pink tip bounced around as the creamy white skin rippled and shook. For a breast lover like Wendy, this visual display was the both the ultimate pleasure and torture.

Mirajane moved around to hug Wendy's head between her soft breasts. The soft flesh flowed and shaped around Wendy's head encasing it in a soft heat. Wendy's need to ejaculate had reached a critical peak, and she could feel her seed boiling inside of her.

"Ertha... ohhh.. ahuuhh... Mira-neeh... cum... cumming... let... me ogh... cum... cum... cumming...ogh uha."

Finally deciding to end it, Erza moved her hips up and down slamming into Wendy's small frame. Wendy felt the vibrations throughout her whole body as their bodies struck. With Erza no longer weighing her down Wendy thrust her hips as hard and fast as she could; pounding deep into Erza's hot cunt. Her orgasm was explosive and she violently continued thrusting while cumming. She constantly released her seed into Erza's waiting depths while scrapping it out as she thrust. She could hear a loud sloshing sound as she pulled out huge quantities of cum when she moved back. When she slammed forward there was a squelching sound as the hot seed already inside Erza was blasted away by fresh seed from Wendy's cock.

After this second, long ejaculation Wendy flopped down on the bed panting heavily. Her head was spinning and her body was begging for air as she struggled to regulate her breathing. She felt a pool of her own cum around her as she lay there. Erza's stomach had swollen from the massive volume of cum the same way Mirajane's had. All three of them were covered in Wendy's seed, and the smell in the room was overpowering. Thinking she had finally finished, Wendy felt herself starting to fall asleep, when a hot pressure pushed against her face. Forcing herself to focus she was greeted by Mirajane's pussy only inches from her face.

"You're not done yet. We're not letting you off tonight." Said Mirajane as she leaned forward wrapping Wendy's rod between her soft breast.

"That's right You're going to have to satisfy us if you want to sleep." Said Erza who wrapped her breast around Wendy's rod from the other side.

The soft pressure from the two pairs of breast was awesome, but Wendy was too short on breath to even moan at this point. Her body was aching and she new she wasn't going to be able to keep going for much longer. She noticed that the ropes tying her hands had come loose at some point and she was finally able to free herself. Mustering her strength she shoved the two larger girls off of her.

"Kyah", said Mirajane as she hit the cum soaked bed. She found herself face to face with Erza who had been pushed on top of her. Wendy was positioned behind them and she aimed her cock at Erza hot pussy before slamming in.

"Ugh... Wendy... when... did hahh... your hands... ugh get free." Erza tried to speak as her hot hole was pounded by Wendy. Wendy was short on breath and couldn't answer. Instead she focused on thrusting at the places she knew would make Erza feel the best. "Ughh... ah.. right there... oh...ughah." Wendy grabbed hold of Erza's round butt and squeezed down on it as she thrust. It molded to her hands and Wendy could feel it jiggle every time their bodies slapped together. Deciding to get Erza back for messing with her she moved one finger in and caressed the redhead's anus. "Wait... ughh... not there... Wendy don't ahh."

"Erza... I'm so jealous." Mirajane pulled Erza down into a deep kiss. The model wrapped her arms around Erza pulling her tight and making their breasts squish together. Wendy watched as the soft flesh bounced and slid as the pair of soft melons shook. After teasing it for a while Wendy finally pushed her finger into Erza's tight anus. She was able to get in up to the first knuckle before her progress was blocked.

"Erza ah... ohh loosen your body...ugh your too... khh tense", said Wendy. She felt Erza's body stiffen as her finger entered deeper. Unlike a vagina, there was no lubricant to help Wendy slide her finger in. So, she scooped some of the fluids from where she was connected to the redhead and used that to slide her finger all the way in. Satisfied to have gotten all the way in, she started thrusting her finger along with her hips, penetrating both of Erza's holes. Wendy could feel that Erza was close to coming so she pulled out her dick. She aimed lower and thrust herself into Mirajane's waiting hole.

"Wendy! Hah ah... so good... yes... ohgh like that... hah pound... haa my cunt." Mirajane was panting heavily while Wendy ravaged her hot depths. Wendy knew she was only going to be able to cum one more time so she continued stimulating Erza. She kept fingering the redheads anus while she used her other hand to stroke and tease her quivering pussy. Wendy's sex drive might be incredible for an individual, but pleasing two people like this was a lot more tiring than she would have expected.

"Wendy more... ugh ha... I want more of your cock hahhh... not your ah uh... fingers."

"No ah... mmph mmh... I want your dick. Ahhh keep... hah ah filling me."

The two girls moaned and begged as Wendy switched between them trying to get them both off at the same time. Whenever her dick was in one girl she used her free hand to finger the other as roughly as she could. She was past the point of self control and she was recklessly stimulating her lovers. Feeling herself getting close to cumming, she grabbed hold of Erza's hips with both hands and pounded deep and hard.

Her orgasm exploded from the tip of her cock into the hot, waiting depths of Erza's pussy. Thrusting a few more times, Wendy pulled out and shoved her still ejaculating penis into Mirajane's cunt. Satisfied that she had filled the two girls, she pulled out and shot the rest of her load onto their bodies, covering them in her scent. The sticky cum stuck to their hair and faces making them look incredibly lewd. If Wendy hadn't already cum twice, this site alone would have been enough to get her fully erect instantly. The fact that they were covered in her seed made it all the more satisfying.

As the afterglow of her orgasm set in, Wendy felt herself falling forward, and by the time she hit the bed between her lovers, she was asleep.

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The next morning Erza had stayed and had breakfast with Mirajane and Wendy before the three departed for the guild hall. The two older girls had given Wendy the okay to be with other girls, but she had to tell them. Happy to have dealt with the issue the trio chatted as they made their way through town. As they were going they noticed people were rushing around the park area and making a ruckus. A large circle of people had formed around one of the trees. Curious the three headed over to find out what the commotion was about. As they got close they could make out what the people were saying.

"How horrible."

"This is why mages are so dangerous."

"Damn, what a pity."

"Who would do such a thing?"

"Has anybody contacted the guild yet?"

"Isn't that Titania and Mirajane over there?"

As they made their way forward the crowd recognized Mirajane and Erza and made way for them. The two were confused at first but the reason was soon clear.

Stuck to the tree were Levy, Jet, and Droy. They were beaten up and held to the tree by metal stakes. Their clothes were torn and damaged and on Levy's revealed stomach was the guild emblem of Phantom Lord. Seeing her guild-mates and lover hung on the tree like that caused an indescribable anger to boil up inside Wendy.

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So that's it for chapter 7. If you didn't get turned on by this chapter you should probably consult a doctor, because I didn't hold back at all. Most sex scenes probably won't be as intense as this one just because it's hard to write really long ones. In any case, I hope you enjoyed this chapter after having to wait for it for a while. As I mentioned at the start, chapter 8 will probably be out in a few weeks, it's going to be a while so please wait patiently.

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Erza Bio:

S or M: Mostly S

Weak Points: Breast, ears. She likes having her ears licked and blown on.

Turn-ons: Cute girls, petite girls, smaller girls. New armors. Cake.

Fetishes: Creampie, deepthroat

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Mirajane Bio:

S or M: Neutral

Weak Points: Wendy

Turn-ons: Wendy

Fetishes: Wendy


	8. Ch 8 The Storm, Phantom Lord

Greetings everyone it's me Sai again.

It's been quite a while hasn't it? I'd like to use the excuse that I've been busy but that just isn't true. Honestly I just haven't been in the mood to write a lot lately. I've had a number of family troubles lately and I've also been traveling about once a week, which I hate. Well I suppose you all don't really want to listen to me bitch about my problems so let's get into chapter 8 shall we. This chapter will cover most of the Phantom Lord Arc. I'm going to start at the point where the Phantom Lord guild is attacking Fairy Tail HQ directly with their big robot, base, thing. There won't be a sex scene this chapter, but Juvia will get introduced and she will get her turn next chapter so please look forward to that. There will be a number of differences from the canon as you might expect, please don't think about it too hard. For those who haven't read/seen the PL arc in a while I'm going to include a quick summary. Now let's get into it!

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Summary

Feel free to skip this if you remember the events of the PL arc pretty well. The main story starts at the point immediately after Natsu was able to destroy the Jupiter Cannon's lacrima.

Levy, Jet, and Droy had been attacked by the Iron Dragon Slayer from Phantom Lord and they were discovered beaten up in Magnolia. Master Makarov was furious and lead an attack on Phantom Lord with his guild members. While there he attempted to confront Josey, Phantom Lords leader, but he was somewhere else. Aria, one of Phantom Lord's Element 4, ambushed Makarov and drained his magical powers. Fairy Tail was forced to retreat and upon returning to the guild they found out that Lucy had been captured. Natsu and Wendy went to save Lucy who had managed to escape her captors by leaping out a window. They returned to the guild which was in disarray and panic, when suddenly they were attacked by Phantom Lord. Phantom Lord was after Lucy because she was the daughter of the leader of the Heartfilia Conglomerate. The enemy guild had a massive weapon called the Jupiter Cannon which they fired at Fairy Tail HQ in an attempt to wipe out the guild. Erza was able to block the attack but she took a lot of damage from the attack and was knocked unconscious. The Jupiter Cannon required some time to recharge, so Josey used his magic to create specters to attack the members of Fairy Tail and keep them at bay. However, Natsu, Gray, Wendy, and Elfman launched themselves onto the Phantom Lord base to try and destroy the Jupiter Cannon lacrima before it could fire again. While fighting Totomaru, one of Phantom's Element 4, Natsu was able smash the lacrima just before the cannon was able to fire again, but Phantom Lord had another nasty surprise in store.

* * *

The giant structure started to move under Natsu's feet as the shards of the cannons lacrima rained down around him. A large burst of magical energy was released from the destroyed lacrima causing the entire structure to shake. But there was also something else causing the fortress to shake, and Natsu didn't know what it was.

"What the – ugh", Natsu felt his stomach clench as the ground beneath him started moving. The floor became slanted and the walls began moving around noisily. The entire building felt like it was changing shape or falling apart, Natsu honestly could not tell which.

"Ah~ Now you've really done it." Said Totomaru as he slowly approached Natsu. "Master Josey is pissed that you messed up one of his favorite toys, so now he's decided to wipe not just your guild, but all of Magnolia off the map."

The members of Fairy Tail outside the fortress watched in horror as the the castle shifted shape to become a giant robot. The hands of the giant moved around and began sketching an enormous magic spell in the air. The waves crashed against the legs of the giant as it stood towering over the landscape.

"What is that?" Natsu struggled to ask as he was immobilized by his motion sickness.

"Abyss Break. A high level forbidden magic that requires a huge amount of magical energy to cast. Right now the Element 4 are being used to power it, and when it's finished, Magnolia won't be on the map anymore. I didn't expect Master Josey to go this far, he must hate you Fairy fails a lot more than I thought."

"You bastard-ugh!" Natsu cursed at Totomaru who kicked him in the stomach. Natsu was unable to fight back due to the nausea that had struck him. His opponent looked at him with pity as he continued beating on him.

"It looks like you're having some trouble there, why don't I finish this nonsense."

Totomaru began gather magical energy to cast a spell to finish off Natsu. Even being resistant to most flames, the magic energy in that attack would be enough to seriously hurt Natsu if it hit. Natsu tried to struggle to his feet when suddenly there was a flash of blue, and Totomaru was encased in ice.

"Wha-?" Wondered Natsu as he stared at his now frozen opponent.

"MAAAAAANNNN!" Elfman suddenly appeared and grabbed the ice encased Totomaru tossing him high into the air. When he hit the ground the ice cracked tossing Totomaru away and knocking him out.

"Elfman!" Cried Natsu. "And Gray too."

"Why the hell was I an after thought?! And Wendy's here also flamebrain." The small girl appeared from behind the other two mages. "Good job busting up the lacrima, though could you be a little faster? The cannon almost fired again."

"Natsu are you all right? Here let me heal you." Wendy ran up to her fellow dragon slayer and tended to his wounds. Her hands glowed green as she healed Natsu's none of them were much worse the bruises and scratches.

"So what happened? You destroyed the lacrima but now this thing is trying to do something else. It also transformed into a giant robot thing and started casting a massive spell." Gray pointed outside the at the huge spell circle that was slowly taking shape.

"That's right!" Natsu told the others about the Abyss Break spell and how they had to defeat the Element 4 to stop it. "But first we have to find the other three. There's no way I'm going to let those bastards get away with this!"

"Well we have the perfect number of people then. Let's fight like men!" Elfman was getting pumped for a fight.

"Actually one has already been dealt with", said Natsu pointing at the unconscious Totomaru. "But that's just fine. I already have an opponent lined up for me. It's time to settle our score."

"Gajeel", murmured Wendy remembering their encounter at the Phantom Lord base. "The iron dragon slayer..."

"DAMN RIGHT!" Said Natsu leaping to his feet. "We never finished our fight from before. Arggh just hearing his name makes me mad! I'm coming for you Gajeel!" Natsu screamed in anger, flames bursting out of his mouth, and charged off into the fortress by himself.

"Wait idiot we don't even know where... and he's gone" Gray let out a sigh as his teammate ran off. Rubbing his head he turned to his teammates, "I guess that leaves us to deal with the other members of the Element 4, everyone else is busy defending the guild so we can't expect any back up from them."

"Right", said Wendy with a firm nod. Their guild hall had taken a severe beating and all the other members were fighting off the phantoms that Josey had summoned.

"This is truly a man's fight", said Elfman flexing his muscles in anticipation.

"And we need to hurry, if we don't make it, not just the guild, but all of Magnolia will get destroyed. We can cover the most ground if we split up. If the Element 4 are powering the robot they aren't likely to be in the same place." Said Gray.

"Mm, they would be spread out so that they couldn't all be taken out quickly." Said Wendy catching on to what Gray was thinking. "If they are the power source. then it would make sense to make sure at least one of them survives to power the spell."

"So we split up, find the other three Element 4, and smash them? That's a man's plan!"

"Don't forget, all the members of the Element 4 are S class mages, don't let your guard down." Warned Gray.

"Right, I won't let them hurt our guild anymore!" Said Wendy as she recalled what had happened to Levy, Jet and Droy. The memory caused anger to well up in her fueling her drive to defeat the members of Phantom Lord.

"We'll show them what a man's fight really is!"

Wendy, Gray, and Elfman charged into the fortress and split up traveling in different directions. Elfman searched the lower levels, Gray headed to the upper area, and Wendy searched the outside. They moved quickly and covered as much ground as they could while avoiding the small fry members of Phantom Lord.

She ran into several Phantom Lord mages but they were fairly weak and she was able to blow right through them. Her search area was huge and covered a lot of vertical space so she had to move quickly.

While searching outside Wendy noticed that the giant robot had start to move differently. She watched in shock as one of the hands reached out and grabbed what looked like Lucy from the ground near the guild hall. The robot squeezed down and the Lucy it held turned into Mirajane who had transformed using her magic. Mirajane struggled in the giant's grip, but it was far too strong for her to overpower.

"Mira-Nee!"

Wendy was about to dash down to the arm when the robot shook and a large amount of debris burst out nearby. She could see Elfman down below struggling to his feet, completely beaten up. His clothes were torn and he was heavily injured. His opponent was a tall spindly man but Wendy could make out any details from were she was. Whoever he was, he was clearly outmatching Elfman which meant he was a formidable opponent.

"I have to help him." Wendy knew Elfman was strong but his opponent was an S class mage. Elfman could only use his take-over magic on one arm or he would risk loosing control of it. Wendy had heard that when that had happened before Elfman had apparently been responsible for the death of his younger sister Lissana.

Wendy could see Elfman being attacked by strange sand figures, but she couldn't identify what they were from where she was. They appeared to be human but they moved unnaturally. Whatever they were they were hurting Elfman who was unable to fight back for some reason. Wendy could feel an unnatural shift in Elfman's magical energy as it suddenly spiked. As she watched his body distorted into a massive creature. The huge creature rushed the opposing mage, crushing the sand enemies in its path. Wendy could hear Mirajane crying out as Elfman rampaged in his transformed state.

 _No he did a full take over. I need to get down there quickly!_ As Wendy was about to run back inside she felt rain suddenly starting to fall around her. When she took a step forward a blast of water blocked her path and Wendy leaped back onto a piece of, what appeared to be, roofing that covered the robots left shoulder. The area around her went dark suddenly as a dark rain cloud appeared overhead releasing it's contents. From somewhere inside the gloom under the cloud Wendy could hear a womans voice.

"Drip, drip, drop. Juvia is the rain woman. Juvia is a mage of Phantom Lord. Juvia was given a mission. Destroy any fairy's who dare to set foot in our beloved guild. Drip, drip, drop."

The sky had become completely overcast and rain was falling heavily. It had been clear out only moments ago and this transformation was clearly unnatural. Through the gloom Wendy could see a young woman with an umbrella slowly walking towards her. The woman was about average height with medium length blue hair that was curled at the end.

"Who are you?" Asked Wendy as she prepared to defend herself.

"Juvia is the rain woman, one of Phantom Lords' Element 4. Juvia has come to eliminate an intruder." The woman raised her hand and a torrent of water blasted forth towards Wendy.

Wendy nimbly dodged around the torrent and the woman continued her assault blasting streams of high pressure water at the small girl. Wendy was worried about Elfman and Mirajane, but right now she had to focus on the opponent in front of her. The water mage had the advantage at a distance like this, so Wendy had to try to close the gap between them.

"Vernier!" Chanted Wendy and a magic glyph appeared beneath her boosting her speed. She dashed forward with her improved speed instantly closing the distance. She used her speed to lunge in and kick at the other mage's midsection. Her kick didn't connect though. No, rather than missing, her leg passed through Juvia's body like it was water. "What?"

"Juvia told you already, Juvia is a rain woman." The older girl stared down at Wendy coldly as she raised her arms. "Water Slicer!"

Right as Wendy was going to launch another attack, the water mage countered by shooting large blades of water at her. Wendy retreated and dodged the blades. As the made contact with the structure behind her they cut the solid stone into pieces.

"I can't afford to take a hit from that." Wendy said glancing behind her.

"It's already too late."

"Oh no-" Wendy whipped her head back around to face the enemy but Juvia had already closed the distance. Juvia reached out her hand only a short distance from the small girl. A cone of water shot out from her and and enveloped Wendy.

"Water Lock."

A large sphere of water surrounded Wendy trapping her. The water rippled in strange directions and kept her from moving, denying her any chance for air. She tried to swim out but the movement of the water kept her trapped in place.

"It's pointless to struggle. No one has ever escaped from Juvia's water lock." The water mage stared coldly as she held Wendy in a sphere of water. The small girl flailed around, but stuck in water she wasn't able to generate enough strength to break free.

 _It's getting hard to focus_. Wendy's mind was fogging over as her lungs cried out for air. _I can't lose here, everyone is counting on me. Elfman is struggling down below, and Gray and Natsu have also probably started fighting. I can't be the one that gives up. I'm a Fairy Tail mage!_

Wendy concentrated her magic energy around her body forming a shell and pushing back the water. Focusing all her energy she released it.

"Sky Dragon's Crushing Sphere!" High pressure wind gathers around her fingers spinning her body around and shredding the sphere of water. Free of the water prison Wendy took a deep breath savoring the air. She was free of the sphere, but was now soaked and cold from the water and the rain.

"I-impossible. No one has ever escaped from Juvia's water lock", the water mage's voice sounded hollow as she spoke.

Wendy once again faced the water mage. _I have to be careful. If I get caught in that again I may not have enough power left to escape._ Wendy kept a medium distance between herself and Juvia, but Juvia didn't seem to be focused on her.

"You broke Juvia's water lock. Juvia is one of the strongest mages in Phantom Lord. Master Josey recognized her strength and he praised her water lock. And you... you broke it... Juvia's praised spell... what will Master Josey think? Will he think Juvia is just a weak rain woman and toss her aside? Will he think she's just an annoyance? I don't want that... I won't accept that... I will... defeat you." Juvia slowly turned to face Wendy her eyes like empty pools of water.

Wendy felt immense pressure coming from the Phantom mage. She had a completely different feeling than she had a moment ago. It was like Wendy was knee deep in water and trying to struggle to move. The rain was falling harder around her in heavy drops. Her body was shaking from the cold and her vision was blurred by her hair that was clinging to her face. Her damp clothes hugged her small frame tightly, weighing her down, and she knew they were going to slow her movement speed.

 _This is bad, really, really bad. She's too strong. I can barely keep my body from running away just from her magical energy._ Wendy struggled to hold her ground as she locked eyes with Juvia. Her chest felt tight and she felt like she was slowly being pulled down into a pool of water. Her knees shook as she quivered under the other girls cold gaze.

After holding her gaze for what seemed like forever to Wendy, Juvia suddenly lunged forward.

"She's fast!" Wendy barely manged to utter this before she felt a heavy impact launch her into the air, throwing her back. Her vision flashed from the strength of the impact. She managed to straighten herself out enough to make a safe landing, but her opponent was already upon her.

"HAH!" Juvia shouted as she launched Wendy skyward with a torrent of water. "Water Nebula!" She shot a stream of water from each hand and crossed them forming a helix that headed straight at Wendy. Wendy could immediately tell that taking a hit like that would finish her off.

 _I can't take that hit_. Thought Wendy. Inhaling deeply, "Sky Dragon's Roar!" She shot a twister of wind down to counter it. The moment the spells hit each other Wendy could tell that she was going to be overpowered. The other girls magic energy was too much greater than her own. _I can't beat her head on like this. In that case._ Wendy used the air flow to move herself around to evade the water mage's attack as her own dissipated. She flipped through the air and landed heavily right next to Juvia. Wendy twisted her body, "Sky Dragon's Claws!" She swiped with her hands covered in razor sharp blades of wind. The wind slashed through Juvia's clothes but her body turned to water avoiding the attack. _It seems like physical attacks aren't going to work, then how about this._ "Sky Dragon's Wing Slash!" Wendy gathered wind on her back and slammed down with two twisters, blasting Juvia away. _As I thought! Her body turns to water to block physical attacks, but if I attack a large area then I can damage her._

Juvia landed a good distance away from her. The rain landed on the water mage as she gazed up at the sky. "Ah, it's been a while since Juvia felt the rain on her head." She starred at the umbrella in her hand that had been shredded by Wendy's wind. "Juvia was called a rain woman because wherever she went it would always rain. Because it always rained, nobody ever wanted to be around Juvia. People made fun of Juvia, and threw things at her, and cursed her. Little girl. I'll make you regret making me remember the feeling of rain." Juvia tossed aside her umbrella and dashed forward her eyes full of anger.

"Vernier!" Wendy increased her speed again and maintained distance between them as they dashed around the roof. Juvia would launch blades and streams of water at her from various directions as they fought, and Wendy was careful to avoid taking any direct hits. Although Juvia was stronger and had a nearly infinite variety of attacks, Wendy was faster and she was able to avoid them. It had become a battle of endurance, would Wendy's physique give out or would Juvia run out of magic first. "Vernier!" Wendy recast her spell whenever she felt it starting to wear off. She could feel the strain she was putting on her body as she moved. Her legs were sore and she was breathing heavily as she dashed around. If her clothes weren't weighing her down she would likely have been able to out last Juvia, but in this situation it was only a matter of time until her body gave out. Her opponent had already noticed her weakening strength and had become much more aggressive with her attacks.

 _I need to find an opening_. It was clear that Juvia's reserves of magic were starting to run out as her attacks had become less frequent. However, she was now carefully aiming each attack and evading them was even harder than before. Juvia had stopped chasing after Wendy with her body and instead focused on making the water attack her. Each drop of rain was now a deadly blade that could shred Wendy apart if she made the wrong move.

"Give up little girl, you can't beat Juvia in the rain. Juvia is the rain!" Juvia twirled her arms around and all of the nearby raindrops shot forward at high speed, targeting Wendy. They cut at her and she could feel warm stings all over her cold body.

Wendy's magic was also running low from having cast Vernier so many times, but she couldn't find any opening to take advantage of. It was clear that the only way she could win would be to put everything on the line for one last attack. _I only have the strength for one more attack. Everyone, I'm sorry. I don't know if I'm strong enough, but I'll do my best. Elfman, Mira-nee, Lucy, Natsu, Gray, Erza, Master, Levy, Jet, Droy. Everyone... please give me strength._

Wendy pivoted sharply and using all the strength she had left she lunged towards Juvia. She dashed as fast as she could dodging the worst of the incoming attacks. There was no chance of closing the distance unless she was willing to take her opponents attacks head on.

"This is the end little girl", Juvia raised her hands and blades of water flew out at Wendy. A swirling torrent of water sought to slash the small girl apart as she charged forward bravely.

Coating herself in magic Wendy tore through the blades of water as they slashed and cut her. She was moving too fast to dodge or stop herself, so she could only pit her body against the high pressure water blades. Her body screamed as it was cut countless times.

 _Just hold on a little longer._ Wendy felt her conscious slipping from the pain and exhaustion but she pressed forward landing right in front of the Phantom Lord mage. She planted her feet firmly staring Juvia straight in the eyes.

"Wha-"

"Don't ever underestimate a Fairy Tail mage!"

Crouching down Wendy inhaled and focused every ounce of magic left in her body. Then looking up at the older girl, she grabbed hold of her opponent and released a point blank attack with all of her remaining power.

"SKY DRAGON'S ROAR!"

A massive tornado exploded from Wendy's mouth slamming into Juvia. The tornado blasted skywards penetrating the dark rain clouds and blowing them away. Juvia was launched high into the air, the wind slamming into her from all sides, before coming back down to slam into the ground a short distance away. The impact left a small crater in the roof with Juvia lying in the center.

Wendy felt herself starting to lose conscious. She drug her tired body forward to make sure she had defeated her opponent. Juvia was laying in the middle of the small crater in the roof where she had landed, looking up at the now clear sky.

"Juvia... lost?"

"Yeah... somehow."

"Little girl... What is your name?"

"Me? I'm Wendy Marvel."

Juvia looked up at the clear, cloudless sky as she lay on her back. "Is this the sky? Juvia's never seen anything so beautiful or blue before." Tears were sliding down her cheeks as she gazed upwards.

"That's... pretty sad. But you know? All it takes is a little wind and eventually any storm will blow over." Wendy smiled at her defeated opponent her sky blue hair floating out behind her in the wind.

"Juvi!" Juvia shook suddenly and seemed to pass out. Wendy checked and the hands of the giant robot seemed to be moving slower than before. She couldn't tell if any of the other Element 4 had been defeated though. Suddenly remembering Elfman and Mirajane she started to move when suddenly there was a huge blast from where the robots head was. Part of the head had been blown away by a massive torrent of fire.

"That must be Natsu. I need to get over there and-", Wendy felt her legs giving out under her as she collapsed forward. A dull throbbing coursed through her small frame, indicating just how exhausted she was. Her last thought before passing out, was that she wanted to be strong enough to protect her friends.

* * *

So that's it for chapter 8. This was a lot of fun to write actually. I've never written long fight scenes before so it was a new experience. I hope all of you enjoyed this chapter. It ended up being shorter than I had originally planned because I ended up using the summary to cover a lot of the arc. I didn't think it was necessary to talk about all the other stuff since the primary purpose of this arc, in the context of this series anyway, was to introduce Juvia. I considered doing some of the stuff involving Lucy since this is the arc that introduces her back story, but I figure that the people reading this already know the canon storyline so I'm going to cut out most of that when I write. So yeah, next chapter will add Juvia to the harem and then chapter 10 is going to be a surprise! The Tower of Heaven arc will start either Ch11 or Ch12. If it is 12, then chapter 11 might just be a sex chapter or a side story, I haven't decided yet. Anyway that's it for this time, also no character bios this chapter since Juvia is next chapter. I'll see you all in the next one.


	9. Ch 9 Hot Springs Soothe the Savage Beast

Hi there, it's me Sai.

This series has finally reached triple digits for the follower count! That means there's at least one hundred of you weirdo's who keep coming back to my story and reading it! Anyway~

I want to take a moment to apologize for the long wait between chapters. I've been really busy with family stuff for the past month, but it's mostly over with now. My grand-relatives are all getting pretty old now so there's been a lot of stuff going on, including the passing of my granduncle last month. So I really just haven't been in the mood to write lately. However, I'm mostly over it now, and so I'll be back to writing more regularly.

On a happier note, it's finally time for Juvia's chapter, something I know a lot of you have been waiting for. So let's get started!

* * *

It had been more than a week since the Phantom Lord incident happened, and a lot of things changed pretty quickly afterwords. The guild hall was undergoing renovation and repairs from all the damage it had suffered. Erza had been arrested and released for charges of property damage, among other things. And the master had been acting a bit unusual lately as well, almost like he was keeping a secret from the members of the guild.

However, overall things had turned out pretty well considering the dire state they had been in not long ago. Lucy had gone to confront her father about wanting to stay in Fairy tail. Levy, Jet, and Droy had made a full recovery and were working hard again to make up for lost time.

Ultimately, Wendy had been one of the ones who had suffered the most during the event. While she had defeated her opponent she had done serious damage to her own body. She was also the only member of the invading mages to be knocked unconscious during the fighting. This had left Wendy feeling weak and powerless and she had shut herself up in her room for several days. Mirajane finally managed to convince her to come out and returned to the guild though. When she got there the other members praised her and told her how awesome it was that she had been able to beat one of the Element 4 by herself. While this did cheer her up a bit, her confidence was still pretty low.

Master Makarov noticed this and sent Wendy out on a special mission. She was going to be traveling to the northern end of the country to visit a small town that was having a problem with their hot spring. The town was known for its hot springs, which were said to refresh the body and mind, and Makarov suggested that Wendy take some time while she was there to rest. She had been badly damaged, physically and mentally, in her fight and she still hadn't fully recovered. Wendy was reluctant at first, but did finally agreed to go. The master said that someone else had already been sent, and that Wendy should work with them when she arrived, but she wasn't told who would be waiting. The trip there took a little over a day and by the time she arrived Wendy was in a poor condition from her motion sickness. Despite it being early fall, the town had a layer of snow covering it and it was chilly outside. Wendy walked through the town before arriving at a large building.

"This must be the place", Wendy said to herself as she looked at the sign hanging from the building, 'Hot Pot Inn'. Wendy opened the door to the building and entered inside. The inside was a nice wooden building that was warmed by a large fire pit in the corner. There was a check-in counter and a staircase that lead up to the second floor, which was probably where the guest rooms were. Another door lead out to a long hallway, which Wendy assumed, led to the hot spring.

There didn't appear to be anyone around at the moment though. Just as she was about to search around for someone, a man appeared behind the counter.

"Ah, welcome young miss, is there something I can do for you?" Asked the man.

"Pleased to meet you sir, I'm Wendy. I was sent here from Fairy Tail."

"Oh of course. Well Miss Wendy, your friend arrived not to long ago. I believe she should be out by the hot springs. Just go down that hall there." The man pointed to the nearby hallway and Wendy's gaze followed his finger.

"Right, thank you." Wendy was going to ask what kind of trouble she had been sent out here for, but the man had disappeared as suddenly as he had showed up. Confused Wendy made her way down the hall. "Well I suppose whoever got here before me already knows what our job is, so I'll just ask them." The hot springs were divided by gender and Wendy headed into the girls side. "I wasn't told which side needed help..." A lot of things seemed strange about this job so far, but Wendy assumed it would make sense when she met up with the other mage.

Wendy opened the door leading to the spring and looked around. The area was empty except for a single individual dressed in blue. A person that Wendy immediately recognized.

"Phantom Lord!" Wendy shouted as she distanced herself from the other girl. The older girl turned around at the sound of her voice, and as Wendy had thought, she was face to face with Juvia. The same Juvia she had fought and barely won against, only a few days ago. However, unlike Wendy who still showed fatigue and signs of injury, Juvia looked to be in perfect condition again. "What are you doing here?"

Sensing Wendy's hostility Juvia waved her arms around in panic. "Wait, wait Juvia is not an enemy! Juvia is here to help!"

"What?... You can't really think I would believe that after what happened before. You tried to kill me and the other members of my guild."

"Yes, Juvia did do that. But, Juvia is not your enemy anymore. Master Makarov confronted Juvia after the battle and talked to her. He told her that she was a very skilled mage, and that her talents were being wasted in a guild like Phantom Lord. He cheered Juvia up and even asked if she would be willing to join Fairy Tail."

"The master did? I don't believe you. How do I know you aren't lying?"

"Juvia doesn't have any proof but", Juvia bowed her whole body forward so that she was facing straight towards the ground. "Juvia wants to apologize to you Wendy-sama. Juvia didn't know about things like friendship or love, she has only ever known loneliness and obedience. That's why she attacked you before, but now Juvia sees that her actions were wrong. Juvia is very, very sorry." As her apology went on, Juvia's voice became more strained, almost like she was about to cry. Wendy could see her body trembling as she bowed to the small girl. Staring at her submissive figure, Wendy felt the hostility drain from her body.

"Hahhh, you don't need to bow your head to me, I get it."

"Wendy-sama?" Juvia glanced up, her eyes meeting Wendy's.

"I didn't think you were a bad person to begin with. But when we fought, I was so overwhelmed I guess I ended up being scared just from seeing you. If you really are sorry, then I forgive you. So, let's start over from the beginning, okay?" Wendy smiled and held out her hand to other girl.

"Wendy-sama!" Juvia reached out and grasped Wendy hand with both of her own, her eyes swelling with tears. "Thank you so much Wendy-sama. Juvia will forever be in your debt. If you ever need her, or her body, for anything please don't hesitate to ask."

"Haha... wait I feel like you said something odd just now." Before Wendy could finish her thought Juvia pulled her into a hug. To Wendy's surprise, Juvia's body was quite warm. She had thought it would be cold since she could change into water at will, but that didn't seem to be the case. After a moment Juvia released Wendy and backed away flustered.

"Ah what is Juvia doing? I'm so sorry Wendy-sama, Juvia's body just moved on it's own. If you feel the need to punish Juvia, she understands." Juvia fidgeted around as she hastily apologized.

"N-no that's alright." Wendy couldn't help but wonder about Juvia's mannerisms and choice of words. They seemed a lot more lewd than they should. "Anyway, you don't need to address me with an honorific like that. It feels strange to be called sama by someone older than me."

"Then... Wendy?" Juvia seemed nervous to be calling Wendy by just her name. She didn't seem used to referring to people so casually and it showed.

"Yeah, Juvia." Wendy smiled at the older girl to try to calm her down. Juvia's cheeks flushed bright red and she seemed to be restless standing still. "Oh, right!" Exclaimed Wendy, remembering where they were. "We have to do something about the hot springs don't we."

"The hot springs?" Juvia glanced at the hot spring nearby, as did Wendy. However, the spring appeared to be perfectly normal. Wendy stood a few feet from the water, but she could still feel the heat from it, and the area around them was covered in steam.

"Eh? Master said that I was being sent out here because there was something wrong with the hot springs."

"Ah, that. He was lying", said a voice behind them. Both of the girls jumped in surprise as they twirled around to see the man from before standing behind them. "Makarov informed me that the two of you were to be arriving here. He also said that he had told Miss Wendy that she was being sent here for a job. He also informed of the recent events between your two guilds, and the two of you in particular."

"Wait, then you mean... Master sent me out her for nothing?" Wendy couldn't believe what she was hearing. Why would the master send her out to a place this far away without a good reason.

"Not quite young miss", continued the man. "He sent you out here because he believes you have been abnormally stressed as of late. He believes you needed a chance to relax. Also", said the man turning his gaze to Juvia, "he wanted you to meet with Miss Juvia here. After the recent events, he thought it necessary for the two of you to have a chance to talk like this."

Wendy was shocked at what she was hearing. "But, why didn't he just tell me then? Why pretend that it was for a job?"

"Would you have come out here if it wasn't for a job, young miss? Pardon me saying so, but when you arrived here earlier, you had an aura of gloominess hanging about you. Even though we've never met, I, a complete stranger, could tell you were mulling over something. When a person gets like that, it is incredibly dangerous for their health, especially if they are a magician. I've seen many a magician get caught up in their duties and abilities, so much so that they lose sight of themselves. I believe Makarov saw the condition you were in, and sent you here to relax."

Wendy could feel the tension in her body unwinding as the man spoke. Had she really been that caught up in what had happened recently? She tried to recall if she had been acting out of character lately, but her memory of the past few days was fragmented and hazy, like she had been going through the motions of everyday life without thinking.

"I see that you are beginning to understand. Young ladies, this place is a place of healing, a place to release pent up stress and tension. Know that for the rest of today, these springs are yours alone, there will be no other guests to bother you, and I shall be inside should you need anything." The man gave them a slight bow before quickly trotting off to the main building. As he left Wendy could feel a pressure being lifted off of her. Whoever, that man was, he was clearly not your average person.

Suddenly exhausted, Wendy collapsed onto the floor. Her body was much more tired than she had realized. "I guess I really am more tired than I realized." Wendy stared down at her small frame as she thought over what the man had said.

"Um... We-Wendy... are you all right?" Juvia was crouching down beside Wendy looking worried.

"Oh, hehe yeah, I just lost my strength all of a sudden." Wendy managed to push herself back up to her feet. "I suppose I should take him up on the offer and enjoy the hot spring. After all it's not often you get to have something like this to yourself right?... Juvia?" Wendy looked at Juvia who was staring at the hot spring intently. "Juvia?" Wendy nudged the other girl to get her attention.

"Wha-aah?! Oh, sorry." Juvia blushed deep red and turned to face away from Wendy.

"Um... did you want to get in?"

"Y-yes, Juvia would like to enter the hot spring."

The two moved back to the dressing room and stripped off their clothes. Wendy made sure to cover herself with a towel before entering the spring. When she entered Juvia was still in the process of undressing and she had caught sight of the older girl in her underwear. It wasn't obvious from Juvia's normal clothes, but the older girl had a curvy body and Wendy barely managed to stop herself from getting excited. _I can't get excited in this kind of situation. Why is that part of my body still so responsive even though I'm really tired._ _Maybe it's because I haven't done it with anyone since the attack... I'm really backed up._ The more she thought about it, the more conscious she felt about her situation. She had just seen Juvia in her underwear before, but it was entirely possible the other girl would enter the hot spring naked. If that happened how was Wendy supposed to stop herself from reacting. _Crap I need to get out before that!_

Before Wendy could move though, the dressing room opened and Juvia walked out. When Wendy noticed she was covering the front of her body with a towel she couldn't help letting out a sigh of relief. She still had to be careful not to stare though, because even with the towel there was still plenty of skin on display. Juvia stepped into the water and sat down across from Wendy. Both girls were clearly avoiding looking at the others body.

After a few minutes Wendy felt most of the tension had already left her body. The relaxing effect of the hot spring was much greater than she had been expecting, and Juvia seemed to be in a similar state. The two were relaxing in silence while staring up at the sky. The only noise was the quiet bubbling of the water. Wendy let her eyes wander around before she noticed something that caught her attention. Wendy's towel was wrapped around her so that it wouldn't slip off and reveal her secret. But Juvia had only covered the front of her body with a towel. After spend several minutes in the spring the towel had become soaked with the steam and was drooping down, revealing Juvia's pale mounds. Her breast slowly rose and fell as she breathed, water droplets forming on them and sliding off, giving them a shiny gleam. Juvia's skin was incredibly pale, likely because she had never had much exposure to sunlight.

Wendy could feel her body reacting but she couldn't move her gaze and her body felt heavy. She remembered feeling like this before, when Erza had brought her to see Apoth. She realized that what had happened then was happening again. She hadn't relieved herself in several days, and no that she was getting aroused, it drained her body of all strength. Her rod poked it's way out of her towel, growing until the tip was just above the surface of the water. Luckily Juvia seemed to be avoiding looking at Wendy so she had gone unnoticed so far. But, Wendy's intent gaze soon grabbed Juvia's attention.

"Wendy?" Asked Juvia as she glanced shyly at Wendy. "Can you not stare at Juvia so much, it's embarass-", Juvia's voice cut off as she noticed Wendy's towering cock. She simply stared at it, mouth slightly open, like she was frozen in time.

"U-um... I can explain this. You see-", as Wendy tried to explain Juvia fell forward face first into the water. "Juvia?!" Juvia's body jolted upright, her hair now soaked from the water. The motion caused the towel to come completely off of her body.

"Eh? Wha-what happened, Juvia remembers seeing something and then-" Juvia's gaze once again locked in on Wendy's member stopping her sentence.

"Again? Uh-mm Juvia...?" Wendy was worried that things would just go in circles if she didn't say something. "I can explain this-"

"Wendy-sama was a man? Juvia wasn't ready for this kind of appeal!" Juvia's face blushed deeper red than Wendy had ever seen and she started stammering and her eyes were darting all over. "But if that's what Wendy-sama wants then... But Juvia isn't ready. Her heart is beating too fast."

"Juvia!" Wendy practically shouted to get the other girls attention. She forced her body to move and covered her rod with the towel. "I'm not a man! I'm a futanari!" One thing that always made Wendy angry was being mistaken for a man in situations like this.

"Futanari?" Juvia looked at Wendy in confusion, her eyes darting between the small girls face and her covered rod.

"You've never heard of them? Uh, it means I'm a girl but I also have this", Wendy indicated her rod. She was at full mast and even covered by the towel it was still managing to assert itself. "Anyway, I'm sorry, I didn't mean for you to see this... I've been kind of backed up and I happened to see your breasts and this happened and-"

"Juvia's breast?" Juvia looked down at herself and finally noticed that her towel had float a short distance away, leaving her body on full display. She quickly covered herself with her arms. The two sat for a minute in awkward silence. Finally Juvia spoke up, "You said you got like that because... because of Juvia's breasts?"

"Y-yeah... They're really pretty and I'm kind of backed up so I couldn't help it."

"Then... does that mean Wendy-sama thinks that Juvia's body is attractive?"

"What? I mean, yeah. Uh, not wait that isn't what I mean. I mean you are attractive but that's not what I was talking about ah-"

"Then... if Wendy-sama wants to look... Juvia will show her", Juvia slowly uncovered her breasts showing them to Wendy. Her face was deep red and she couldn't meet Wendy's gaze, but she still showed off her boobs.

"I... uh... It's not like I was trying to look at them, I just happened to see them. You don't need to show them to me like that." Wendy was flustered but she couldn't help but stare. Juvia's breast were bobbing in the water and they looked incredibly soft.

"Then does Wendy-sama not like Juvia's body?"

"Of course I do, but that's not the point. It's my fault that I got like this. So could we pretend this didn't happen? I'm really sorry you had to see something like this." As Wendy was speaking Juvia slowly made her way over to her so that they were only a short distance apart. To Wendy's horror and excitement, Juvia reached out her hand and grab hold of Wendy's towel covered rod. She pulled the towel of and grab onto the bare shaft. "Wai-ugh! Stoo-hhaaah!"

"Juvia's body got you like this, so Juvia will take care of it." Juvia reached out with her second hand and stroked Wendy's hard cock.

"No really khh... you don't need to ahhh... do this. You shouldn'gghhh... do this with someone you don't love." As Wendy tried to push Juvia away the other girl released her grip. As Wendy was about to sigh in relief Juvia darted forward. Wendy felt the other girl pressing their lips together in a kiss. "MMMGggghh?" Juvia's tongue caressed Wendy's lips before forcing it's way into her mouth. Juvia licked hungrily at the small girl's mouth. She stroked her teeth, gums and tongue while also drinking down her saliva. A sweet taste filled Wendy's mouth as their tongues rubbed together and they exchanged saliva. After several minutes of passionate kissing Juvia finally pulled back, both of them gasping for air and slightly dazed.

"Juvia... Juvia loves Wendy-sama. When we fought before... you showed me emotions I had never seen before. You fought for others, your friends. Juvia had only ever fought for herself, so she couldn't understand why you fought so hard. But then, you beat Juvia and even blew away the dark clouds that have always rained on her. Even though Juvia tried to kill you... you still smiled for her. Juvia fell in love with that sight of you."

"Juvia...", Wendy was taken aback by the intensity of the other girls emotions. As she felt warmth bubbling up in her chest she pulled Juvia to her and gave her a quick kiss. "Didn't I say you don't need to use an honorific with me?" Wendy watched as Juvia's eyes lit up with happiness.

"Wendy!" Juvia moved forward hugging the small girl. She held her tight for a minute before moving back a bit. "Wendy has made Juvia feel so happy. Now it's her turn to repay the favor and make Wendy feel good." She lowered her body until she was over Wendy's shaft. Opening her mouth wide she took Wendy's cock into her hot mouth.

The water in the hot spring was hot and Wendy had been sitting in it for a while, but the inside of Juvia's mouth was somehow even hotter. Her mouth was sticky and her cheeks and tongue caressed Wendy's engorged penis. She also used one of her hands to stroke the lower part of Wendy's cock that couldn't fit into her mouth.

"Mggghh hamm... mmff mmfff... ha ahhhmmmff... slurp muuhggh... hmmfff hmmfff hmmfff... hahhhaaah... mmghh mff."

Juvia sucked hard and worked her mouth around Wendy's cock. She twisted her head as she moved rubbing against different parts of Wendy's sensitive member. Her tongue caressed the head and flicked at the opening, causing Wendy to shiver in pleasure. Her mind was starting to go white as she felt the pleasure overtaking her senses. As Juvia shook her head her breasts bobbed in the water and Wendy could resit grabbing hold of them. She lifted and lightly squeezed on them as Juvia sucked down on her swollen cock.

"Haahhh khhh Juvia... aghhhkkhhh... that feels... ha great... kkhhh."

Juvia responded to the praise with a happy grunt as she continued sucking down on Wendy's thick cock. One of her hands had dissolved into the water around them and Wendy could feel the water starting to move unnaturally. The water caressed her inner thighs and the lips of her pussy, stroking and vibrating against them. It stimulated her softly, almost like it was tickling her. It was a sensation unlike any that Wendy had never experienced before.

"OooOooHhh... that's awesome... khhhaah... more... Juvia."

"Mmmfff mghhhh... hahff... mmf mmf mmf... slur... mmgh... hahmff... ohhf mmf mmgh."

The water spread her pussy lips and stroked them gently never pushing deeper inside. A small whirlpool formed around the base of her cock and it put pressure on areas where she was especially sensitive.

"Ghaa... haa.. I'm getting close Juvia... hahh... I want.. khhha... you to... kuhhhh... swallow my cum... ahh."

"Mmmf! Mmgh slur... gmmf mmgh ahhhgmm... slurrr... mmph... mpph... mmmmm."

In response to Wendy's request, Juvia sucked down even harder. Her tongue tasting every inch of Wendy's shafted. As precum leaked out of Wendy's tip Juvia greedily drank it down. Wendy felt pressure bubbling up in her and she knew she was about to come. She grabbed hold of Juvia's head as the older girls sucked down on her.

"I'm gonna cum... kkkkkhhhHHHHAAAA!"

Wendy slammed her hips forward and bucked around as a massive torrent of cum shot into Juvia's mouth. The quantity was so large that instantly overflowed and splashed down into the water around the.

"Mmmgh! Gulp... mgh... gulp." Juvia swallowed as much of Wendy's seed as she could as the small girl pumped out an insane amount of fluid. Finally she had to pull her head back to breath and her face was blasted by a last load of cum. Juvia could smell the thick stench of the cum covering her face, and she felt herself getting lightheaded from it. She had been turned on since the kiss earlier and her pussy was completely soaked, and it wasn't from the hot spring either.

"Wow... that was incredible..." Wendy was panting heavily as she pulled herself out of the water and onto the cool stone floor. "I think I might pass out if I stay in the water any longer. Come here." She extended a hand to Juvia, who grabbed hold of it. Wendy pulled the other girl on top of her and brought her into a kiss as their naked bodies came together. "I want to cum inside you next." Wendy positioned herself to be able to thrust up into Juvia wet hole.

"Wendy-sa-... Wendy. Please use my body to feel good."

Getting the okay, Wendy thrust her hips upwards, piercing deep into Juvia's cunt. She felt a tearing sensation she was getting accustomed to as she broke the seal of Juvia's maiden hood. She continued pushing up as far as she could, until her penis was in all the way to the base. Juvia was the second person who was able to take in every inch of Wendy's size, the other being Erza.

"Hahh... I'm all the way in... are you alright... I know it probably... hurts."

Juvia winced as she tried to hold her body still, and tears were streaming down her face from the pain. "Juvia... is fine... just... give her... a moment."

Juvia was leaning over Wendy and her large breasts were dangling down like fruits. Entranced Wendy reached forward and grabbed hold of them squeezing down on them. Her hands sank down into them like they were made of cotton. They're resiliency was similar to Mirajane's, but somehow even softer. Wendy molded and shook them curiously trying to see how much pressure they could handle. She moved her fingers around and lightly pinched Juvia's nipples. Wendy felt Juvia's inner walls contract as she stimulated her nipples.

"Mmmh Wendy... haaah... nggh."

"It seems like you like this. I'm going to start thrusting now."

Juvia nodded her head and Wendy began slowly pulling out. When she got to the entrance she once again thrust forward. Wendy made sure to move slowly to let Juvia get used to the feeling. Wendy had heard that loosing your virginity was incredibly painful normally, so she couldn't imagine what it must be like to loose it to a cock as large as hers. Juvia's vaginal walls were clamping down on Wendy's thick rod as it forced its way in. Her body was rejecting the intrusion as hard as it could but Wendy didn't stop.

"Ghhh... khaaah... mmmf... ghhhaa ha haa haa."

Juvia was panting heavily as Wendy touched the deepest parts of her body. She could feel the small girls massive cock rubbing against the soft, recently untouched, flesh of her innermost sanctum. The individual folds of her walls stroked and caressed Wendy's shaft, trying to coax out the seed inside.

"Oghh khhh... hah... hmmf... kkhhhh... Juvia... you're ha... so tight ugghhhh... try to ha... relax mmgh."

"Ughh... mmmf mmf... haa... ugh... ahh."

Wendy could feel Juvia's walls get a little loser as the older girl tried to relax her body. The longer this went on the more pain Juvia would be in, so Wendy decided she was going to finish this quickly.

"Juvia... hah I'm going... khhh... to get rough... haa please... khh try to endure it."

Wendy began thrusting faster, shoving the length of her cock in as deep as she could with each thrust. Juvia bounced on her as she was slammed from below. Her hair had become completely disheveled and was bouncing around with her. Juvia's pale breast bounced in rhythm with Wendy's thrusts, rippling softly like they were filled with water.

"Wen- ghhaa... dy hah... mmf mmf... mmmgh... ghuuh."

"Soon khh... I'm about to... ghha ha haah... aggGHHHH!"

With one last full length thrust Wendy felt her semen blast it's way into Juvia's hot cunt. She could wave after wave of hot seed spraying deep inside of Juvia's hole. A river of cum slid down her shaft as it leaked from where they were connected. Juvia's insides were convulsing, trying to suck out every last drop of cum. The enormous quantity caused Juvia to appear bloated as her insides were packed absolutely full of Wendy's semen. By the time here ejaculation finished, Wendy had easily released at least a gallon of cum inside of Juvia. The two girls lay panting as they rode out the after glow of their orgasms.

"Juvia... hahh... Do you think... you can last one more round?" Wendy's cock was still hard even after two huge ejaculations. She was starting to realize just how dangerous it was to not relieve herself regularly.

"Juvia... can last... if that's what Wendy wants."

"Then turn around."

Wendy had Juvia get on all fours and turn away from her. She put her still throbbing cock against Juvia's cunt ant thrust in. From this position the penetration was much smoother, and the semen that was still inside worked great as lube.

"Ughh... I don't hhaaa... think I can go slowly... khhh... hahh... this time."

"Mmmf mmf haahhh... Wendy can ghhaa... be rough ughh... with Juvia... hhhaghhh... harder."

Wendy didn't waste any time. As soon as she was inside she started thrusting her hips. Their body's made loud slapping sounds as they smacked into each other. Wendy grabbed hold of Juvia's hips and pistoned herself as fast and as hard as she could.

"Khhh... haa haa.. ugh... Ju... via... ughh... ahh."

Juvia's pale butt bounced as Wendy slammed into it. Overtaken by a wild urge, Wendy slapped her butt cheeks hard.

"Kyaah!"

To her satisfaction Juvia let out a yelp as she struck her and her walls clenched down on Wendy's cock. Enjoying the sensation Wendy spanked Juvia as she penetrated her depths.

"You... khhhh... like it hahh... rough? Khhhaa... what... ahh a lewd body... khhhuu you have... khhh... hgggh... mggh."

"Yes! Oghhh! Yes! Hahhh haaa... Juvia's body... ghuuu... is lewd... ha mmf mm... it wants hmmmf... mmh... Wendy's seed... ghha... ohhhhgghha... cummmmfff... oOooOggGhHh... cumm in meheee... uggghhhaaa."

With one last hard slap, Wendy grabbed back onto Juvia's hips and started thrusting hard for her final spurt. There was a loud sloshing sound each time Wendy thrust her hips and large globs of cum kept spilling out.

"Ohggghhh Wendy I'm cummmmmmmmmmMMMMMMIIINNG!"

"KhhhhhhHHHAAAAAAAAA!"

Wendy thrust deep inside and shot out a third torrent of cum. She flooded Juvia's already stuffed insides with even more of her thick seed. She could feel the pulses along her cock as each wad of cum passed through on its way to Juvia's insides. Pulling out she showered Juvia with a large load of cum to finish off. Juvia's pale body was covered in Wendy's semen and she lay twitching in a puddle of it, as a steady flow came from her vagina. As the last shot of cum left Wendy she felt herself getting lightheaded, but she made sure not to pass out this time. Her continued experience was making her more resilient to this kind of things so she wasn't going to pass out as easily. After resting for a few minutes the two girls took a look around at the filthy hot spring.

"We... made quite the mess. How are we supposed to clean it out of the water?" Wendy stared at the large wads of cum that were floating around in the water from when she had gotten a blow job.

"That's no problem at all for Juvia." Juvia waved her arms and the water began twirling gathering all the cum in one spot before moving out of the water and down a nearby drain.

"That's pretty convenient", mused Wendy as she stared at her most recent partner.

Later that evening she was finally struck with the fact that she was going to have a lot of explaining to do when she got back to the guild. But that's a story for another time.

* * *

So that's it for Ch9. I do hope it was everything you had hoped for, and again I'm sorry it's been so long since my last release. Things should be more normal now so there should be a chapter every 7 days or so. You may be wondering what Ch10 is going to be about, well I'm not going to say just yet, but it will be another threesome chapter so look forward to it!

* * *

Juvia Bio:

S or M: M

Weak Points: Breast, butt, deserts

Turn-ons: Groping, kissing, voyeurism

Fetishes: Getting spanked, bondage


	10. Ch 10 Otherworldly Bond

A pleasure to have you all here again, as always I am Sai.

This chapter is a milestone because it represents this series finally reaching a double digit number of chapters. I would like to thank everyone for the support you've given this series so far. I also want to use this as a chance to talk about characters that won't be in the harem. Right now, Bisca and Evergreen are pretty much the only two characters I know I'm not going to include. I like Bisca but... there's not a lot to work with, with her. Evergreen on the other hand, is one of the few FT characters I just genuinely don't like much. She's kind of bitchy, and her magic isn't very interesting to be honest. Plus cutting her means I can skip right past the Battle of Fairy Tail arc. I've come to realize that I'm probably going to cut out more canon content than I originally intended because it takes up a lot of time. So, yeah, I want to kind of move along quickly so that I can get to some of the more interesting stuff like Edolas, GMG, and Tenroujima.

Anyway, this chapter will be introducing another new character to the harem, in particular my favorite female character in the series! As such, this chapter is going to be a pretty exciting one so let's get started shall we?

* * *

\- Lucy's House -

"Mmmgh... ammff... slurrrm... mmf... ghmmf."

"Ahhhh... khhhhh... Lucy... that feels ah...hah great."

Wendy and Lucy were together in Lucy's room atop her bed. The two were naked and Lucy had Wendy's huge cock between her breasts and in her mouth. She licked around the head with her tongue as she took Wendy deep into her mouth. She made to squeeze her breasts around Wendy's shaft while doing so. The soft flesh wrapped around Wendy's swollen cock in a warm caress. Wendy could feel heat building up inside of her.

"Mmgggha... haahh.. mmf... mmghh... slurrpp... hah... mmghfff... mmff."

"Lucy! Khhhh! I'm cumMMINGHHHA!"

Wendy's hips trembled as she blasted a load of semen into Lucy's waiting mouth. The blonde happily sucked down Wendy's thick sauce as it filled her mouth. Large blobs leaked from the edges of her mouth as it was flooded. She did her best to swallow as much as she could until Wendy's ejaculation finished.

"Haaaah... haaaah... haaaah... that hah... felt great." Wendy mumbled as her she basked in the afterglow of her orgasm. As she watched Lucy licked up the cum that had leaked out of her mouth onto Wendy's cock. Her soft tongue was burning hot against Wendy's still sensitive member. She felt it leaving a slimy trail as it meandered along, gathering up every last drop of cum.

"You let out an awful lot. Have you been backed up?" The blonde seductively licked her lips as she swallowed the last drop of cum. Her gaze was still hot and lusty.

"No... I shouldn't be." Wendy had been having sex almost constantly lately. With five girlfriends she didn't get much rest if she wanted to keep them all satisfied. If anything, Wendy should be practically empty by now, but it was just the opposite. She had become even more potent lately, and she couldn't help but wonder if she was going to die from having too much sex.

Lucy climbed up until she was above Wendy's member. Her curvy body was shimmering with sweat in the dull light. Her pink nipples stood out as her massive chest shook when she breathed. She placed Wendy's tip against her soaking entrance. Wendy could feel a splash of liquid just from coming in contact with her. Just as Wendy started to enter her there was a bright flash of golden light.

"Wha-?"

"Ahh?!"

Lucy was startled and ended up falling off Wendy as the light dissipated. Wendy squinted at the source of the light trying to figure out what was happening. As the light dimmed the figure of a person came into view.

"Hime, I hope I'm not interrupting but I need to speak with you." The person who had suddenly appeared started speaking. She was a short woman, with bright pink hair and she was wearing a maid outfit. There were broken shackles on both her wrists, and her figure was somewhat petite.

"Virgo?!" Lucy called out to the person in shock. "You opened your gate on your own?"

"Yes Hime, would you like to punish me? I have something important to discuss with you so I took the liberty of coming here on my own. I do hope I'm not interrupting..." Virgo stared at the current state of Wendy and Lucy. "Or perhaps I need punishment?" The girl blushed and looked away shyly.

"Um, Lucy. Do you know her?" Wendy pulled the blanket of the bed over her in surprise. It didn't do much good since her secret had already been on full display.

"Right... you've not met yet have you. This is Virgo one of the golden celestial spirits. I became the owner of her key not to long ago." Lucy got up from the bed looking at Virgo from the corner of her eye. "So, what is it that is so urgent."

"It's regarding your magical energy lately Hime. Could you try to summon one of the other spirits? Even one of the silver spirits would be fine."

"Eh? Ah, sure." Lucy was behaving a bit strangely as she agreed to what Virgo said. She tossed on her shirt and panties as she went to grab her key ring. "Let's see." Grabbing a silver key she raised it above her head.

"Gate of Canis Minor: OPEN!"

Lucy swung the key down and there was a silver flash of light. As the light dissipated, Lucy stood there by herself.

"Huh? Where's Plue?" Lucy looked around in confusion.

"Hime... I believe you're connection with the celestial realm has weakened greatly recently." Virgo walked up to Lucy and put her hand on Lucy's shoulder.

"What? You don't mean I'm losing my magic do you?"

"Not exactly." Virgo turned to face Wendy. "It's because of Wendy-sama's affect on you. Her semen is filled with dense magic energy, and constant exposure has changed your magical properties."

"Then... it's my fault that Lucy is loosing her magic? What can I do to stop it?" Wendy was panicked as she stared at Lucy and Virgo.

"There are two ways to handle this. One, you must stop your relationship with Hime."

"What? I don't want that!" Lucy shook her head and stared at Wendy.

"I suspected as much of course." Virgo nodded her head and turned back to Wendy. "The other option would be to change the property of Wendy-sama's magic."

"Change my property? Do you mean I need to learn celestial spirit magic?"

"That is one way... but it wouldn't be totally effective." Virgo closed her eyes and stood still for a minute, clearly thinking of how to phrase her words. "The other method would be to expose you to direct contact with celestial spirit magic so that you own magic carries an aspect of it. You won't be able to use it the same way Hime does, but it will prevent you from changing Hime's magic properties."

"Then let's do that", said Lucy. "What do we need to do?"

"Simple, I must have sex with Wendy-sama." Virgo said very matter-of-factually.

The room was suddenly dead silent. Wendy and Lucy were both staring at Virgo in shock.

"Wa-What the heck are you talking about!" Lucy was shouting again.

"Punishment?" Virgo recoiled a bit from Lucy's shout.

"S-sex but how does that do anything?"

"I can pour my energy into Wendy-sama while we have sex, while at the same time she can pour hers into mine. I can then use that to connect us so that we get properties of each others magic, thus resulting in her gaining celestial spirit magic."

"I'll do it."

"W-wait Wendy? Are you really okay with that?"

"If I don't I can't be with you anymore, so it's fine."

"Then it's punishment time!" The two turned back to Virgo who had somehow managed to tie herself up in rope. She was hanging from the ceiling with her legs spread and a ball -gag in her mouth. Her eye's were glinting with excitement as the two stared at her.

"How?"

"Don't ask Wendy... just don't." Lucy sighed as she untied Virgo.

"Was that not to your liking Hime?" Virgo looked depressed as the rope was pulled off her. Somehow the ball-gag didn't prevent or hinder her speech.

"Wendy doesn't have weird fetishes like that!" Lucy was clearly flustered at how her spirit was behaving.

 _I kind of wanted to try that_ Wendy thought wistfully. The idea of being able to do whatever she wanted was kind of appealing. However, she was careful not to say these thoughts aloud.

"Very well then. Since I interrupted you two allow me to assist you Hime." Virgo dashed around behind Lucy. She grabbed hold of Lucy's clothes and had her and herself stripped in an instant. Virgo's body was unlike any of the girls Wendy had been with before. Her frame was small and her breast were middle sized. They couldn't compare with Lucy or Erza, but they were still much larger than Wendy or Levy's. Virgo pushed Lucy forward so that she fell onto Wendy.

"Wait... Sorry Wendy... Didn't you say it would be bad for me to do this? Shouldn't you be the one doing this? Why am I involved?"

"Hime... surely you realize that the thought of being with two women is considerably more stimulating." Virgo pulled away the sheets that had been covering Wendy's member. She reached out and began stroking it, her hands were incredibly soft. After a few moments she took it into her mouth and began licking the length of it. "Ahhh... mmgh... mmgh... aahhh."

She soaked Wendy's massive cock with her saliva before aiming the tip at Lucy's entrance. Wendy needed no encouraging, she immediately thrust her hips upward, stabbing herself into Lucy's waiting hole.

"Oggh! AhhhhHhhHhhh~." Lucy's hips trembled as she lightly orgasmed from the penetration. Her breast swayed and rippled as she shook. She stared down at Wendy with a heated, passionate gaze. Wendy had to admit, she looked unbelievably sexy right now. With an alluring smile Lucy began shaking her hips as she rode Wendy's rod.

"Khhhh... Lucy... haaahh... ahhh."

The blonde's insides were soaking wet and pulsating. As Wendy's cock invaded their depth, they coiled and rippled around it, welcoming it. Hot drops of fluid splashed out as Lucy shook her hips, filling the air with her lewd smell. Virgo moved her head between Wendy's legs, licking her hot cunt as the small girl penetrated Lucy.

"Hahhh... ahhh... ghaaa... hahhh ahhh... mmmmhh... haaa... ommf."

"Luchhhaa... cy... khhhh... keep... doing khhh... that."

Lucy lowered her hips all the way, taking Wendy as deep as she could. Then she started quickly pumping her hips, keeping Wendy deep inside as she made short, quick thrusts. Lucy's blonde hair bounced around wildly as she rode Wendy hard. Virgo's tongue licked up the combination of fluids from their hot cunts with loud slurping noises.

"Mmmfff... hahhh... Wendy-sama... mgghhff... Hime... mmff... slurr... sslll... mmmghh."

"Khh! Virgo!"

"Hah ahh... Wendy... I can... ogghhhh... feel you throbbing... hahhh... you're going to ohh... cum soon right? Mgghhhhh... go ahead... fill hahhh me... ahhhh with your hot cum... ghhha."

A thin layer of sweat covered Lucy's body as she shook her hips, the lighting making it shimmer. Wendy reached out and filled her hands with Lucy's prodigious bosom. She fondled the blonde's nipples as she continued thrusting. Both girls were panting as they felt their orgasms approaching.

"Lucy... khhhhHHHHHAAA!"

Wendy thrust her hips wildly as she pounded Lucy's depth. The all to familiar sensation of orgasm was building up inside her as she sought greater pleasure. All at once her mind flashed white as she erupted inside of Lucy. Her massive cock throbbed as she blasted Lucy womb full of her hot spunk. Hot, white globs overflowed from Lucy's pussy and Virgo promptly licked it up. As the last pulse of her ejaculation ended; Lucy fell forward onto Wendy, exhausted. Wendy wanted to take a moment to enjoy the afterglow, but she felt a new sensation on her cock. Looking down she saw Virgo stroking and licking it.

"Wendy-sama, it's my turn to service you." Wendy nodded her head as she laid Lucy down beside her. Virgo stood and bent over against the bed, presenting her rear end. "Wendy-sama, please use my body to pleasure yourself." Wendy positioned herself behind Virgo and was getting ready to insert her rod when Virgo suddenly moved her body lower.

She pressed Wendy's cock between her soft butt-cheeks and began moving her body back and forth. The sensation was like a boobjob but Wendy could feel Virgo muscles beneath the soft flesh. Wendy's engorged member looked unbelievably lewd between Virgo's pale cheeks.

"Wendy-sama, please punish this lewd maid. I got turned on watching you and Hime have sex." True to what she said, Wendy could see fluids running down her inner thighs. Wendy grabbed onto Virgo's soft butt and held it firm against her as she thrust her hips between it. Virgo's butt-cheeks weren't plump enough to fully encase Wendy, but they still felt amazing. Best of all, when Wendy's hips slapped against Virgo's she could watch her butt ripple.

"Virgo... khhhh... this feels... ahhh... awesome... hehhh... haahh... mmgh... khhh."

"I'm mmhh... glad you like it. Mmmhh... if this humble mmmff... maids butt is to your... mmgh... liking... do as you... mmgghh... please."

Wendy watched as her massive cock slid back and forth in the valley of Virgo's pale butt. She gripped down hard on the soft flesh as she thrust, her fingers sinking into it. The physical stimulation wasn't great, but the visual stimulation more than made up for it. Virgo's body bounced as Wendy rubbed against her.

"Virgo... kkkhhhh... I'm... hahh gonna cum... hah soon."

"Cum! Mmhhh... cover this perverted maid... mmmMmmHhh... in your mmghh... hot cum... mfff... in your scent!"

Wendy leaned forward as she continued pounding against Virgo, her orgasm approaching. Virgo's pale ass had become bright pink from how intensely they were slapping their bodies together. With one last spurt of energy Wendy rapidly thrust as her ejaculation hit. She held herself tight between Virgo's butt-cheeks as she unleashed a veritable fountain of cum down on her. A huge quantity of hot fluid splashed down on Virgo's back and ass as Wendy's ejaculation peaked. By the time she finished, Virgo was covered in her cum. Thick globs slid down her body and dripped onto the floor below.

Despite having already cum three times, Wendy's cock was still hard as she looked down at the cum soaked maid in front of her. She aimed her cock down and pressed it up against Virgo's soaked honeypot.

"Virgo, I'm going to put it in."

"Yes, please put it in me, Wendy-sama."

Virgo shook her hips and rubbed against Wendy's cock as she prepared for penetration. Her pale, pink pussy looked so pure compared to Wendy's throbbing cock. Unable to resist any longer, Wendy pushed forward, sinking herself deep inside the pink haired maid.

"Khhh!"

"Mgggghh!"

Virgo's insides were soft and fleshy as Wendy sank her rod in to the base. Despite Virgo's small frame, she managed to take Wendy's entire length inside her. Wendy could feel Virgo's pussy walls wrapping around her cock, savoring it. Just the feeling of being inside of her was almost enough to make Wendy ejaculate. But, before that feeling overwhelmed her, she began thrusting.

"Khhh... hahhh... kh... Virgo... Virgo... hahh... ahhh... khh."

"Wendy-sama... mppff... mmgghhha... more... stir me... up mmghhhaaaah... more... more... more!"

Wendy pulled back and made deep thrusts with the entire length of her cock as she enjoyed Virgo's hot pussy. Having gotten some energy back, Lucy began stirring on the bed. Seeing them in action she moved over so she was seated in front of Virgo.

"You two look like you're having fun", Lucy spread her pussy lips in front of Virgo's face. "Mind if I join?"

"Hime! Mgghhh... mmmfff... slurppp... mmgh... haahhhmmmgh."

Virgo wasted no time thrusting her tongue out to lick Lucy's pussy. She sucked down with her lips and lapped at it with her soft tongue. Her hot, moist breath stimulating Lucy, as Wendy pounded her from behind. Virgo's body trembled as she orgasmed from the two sided stimulation. Her inner walls squeezed down on Wendy as she came. But Wendy managed to keep herself in check, wanting to savor this for as long as possible. Watching Virgo's pale pure looking body get penetrated so roughly was incredible.

"Khhh... Virgo... Virgo! Khhggghh... your pussy haaa... feels great... ahhh... it's taking... haa my huge dick so... ah easily... khhh... hahhh."

"Mghhh! Mmmffgghhh... slurrrp... sllhh... mmgh... mmmh."

"Virgo, keep licking me... oghhh... hahhh... like that... mmgghh... I'm gonna cum... ghhhhaaa... mgghhh."

Virgo continued eating out Lucy's soaked pussy as the blonde approached orgasm. She grabbed the maids head and rocked her hips against her, seeking maximum stimulation. Wendy watched as the blonde's body trembled and her hips bucked, as she orgasmed. A burst of liquid came from her cunt, splashing Virgo in the face. As her orgasm ended, Lucy bent down and kissed Virgo. The two coiled their tongues together as Wendy watched.

"Mmmhhhgg... hahhhha... mmmgh... hmmgghh,"

"Ahhhmm... mmff... mmgh... hhaaaaa... ahhhhmmmff... mmgh."

Watching the two beautiful girls making out was turning Wendy on even more. Her cock was the hardest it had ever been as she ravaged Virgo. Lucy groped Virgo's modest breasts as the two continued their passionate kiss. After over a minute of kissing the two finally separated, a trail of saliva connecting their mouths. The site was the final straw for Wendy, and she could feel herself about to erupt as she slammed her small frame against Virgo.

"Virgo! I'm... haa... going to...khhh... to cum... kkhha... ugggghhh... kkKkkHhhHHHHAAA!"

"Mgghh... Wendy... mmmhh... sama... mmmMmmgGGHHHHAAAA!"

As soon as Wendy felt Virgo's walls tightening again, she let out her huge torrent of cum. Her ejaculation surged deep into Virgo's waiting cunt, filling all the available space with her hot seed. Wendy held Virgo tight, making sure every drop of her semen went deep into the maids pussy. She could feel the overflowing semen that was leaking out as she continued pumping in more and more fresh seed. Wendy couldn't believe how intense her ejaculation was, considering it was her fourth one tonight. Finally though, she emptied the last bit of her cum into Virgo's tight cunt.

As Wendy hugged Virgo from behind in the afterglow, there was a bright flash of pink. As the light faded a pink key had appeared nearby floating near Wendy.

"Wendy... haa... sama, that is... the key... of our contract."

"Eh? But don't you have a contract with Lucy?" Wendy pulled herself free of Virgo's pink hole. Even after pulling out, it gaped open for a moment, leaking cum down her thighs.

"This is a Lovers Key... you can use it to summon me... for sex. It also shows... that you have a bond... with celestial spirit magic." Virgo took the key and presented it to Wendy. "You can use this anytime you want, and I will come." As Wendy took the key Virgo pulled the small girl forward into a tight embrace. "This key is a symbol of our love, and it connects us. Wendy-sama... I love you." Leaning her head down Virgo gave Wendy a deep kiss, their first kiss. Wendy couldn't help but think that, that was slightly out of the normal order.

* * *

So that's all for this chapter. For some reason it took a lot of effort to write this one... I don't know why. I usually take 2 – 3 sittings to write these, but this one took like 5. I kept changing things and editing and finally I decided to just go with whatever. Virgo is one of my top 3 favorite FT characters so I was excited to finally get around to her chapter. Later scenes with her will defiantly get into the bondage/bdsm areas. In any case, I hope you were able to enjoy this chapter! The pink Lovers Keys will be a thing in this series for the several female spirits, and they are obviously not in the canon universe. I kept wondering how I was going to be able to make the spirits reappearing characters without having to have Lucy around all the time, and this is what I came up with. So, next chapter will be a bit of a surprise? Maybe sex, maybe not.

* * *

Virgo's Bio:

S or M: MMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMM

Weak Points: Punishment!

Turn-ons: Punishment!

Fetishes: Punishment!


	11. Ch 11 Better Together

Hey there everybody, Sai here. There are two things I want to talk about before starting this chapter.

Firstly, a number of people have been wondering about the whole pregnancy thing so I'm going to address it. There will **NOT** be any pregnancy stuff. The only time I might include it, is when I decide to end the story and I want Wendy to have a kid with someone, maybe. Pregnancy adds nothing to the story and just adds extra stuff that detracts from the quality of the work, in my opinion. Anybody who asks about what will or will not be in this series in the reviews or via pm's will be ignored. Chapter 3 has an entire section about this, go read it, and also read the description on my profile.

The poll for Milliana is closed. Now then, I believe it's about time to start this chapter.

* * *

Wendy and her lovers were all gathered together in the Strauss family living room. Mirajane, Erza, Lucy, Levy, Juvia, Virgo, and of course, Wendy. Wendy had asked all of them to free up some time so that they could talk. As all the girls sat together, Wendy passed her gaze over all of them before speaking up.

"Ahem, thank you all for making time for me today." Wendy met eyes with all the girls as she started speaking. "I wanted to talk to you all about our relationships. I know it is... unusual for someone to have so many lovers, but I really do love each of you. As you all know, because of my condition, it would be impossible for just one person to be able to handle my sex drive. However, recently I've noticed that my body is still developing, and my sex drive is still increasing."

"Is it similar to what happened when I brought you to see Apoth?" Asked Erza as she leaned forward in her seat.

"Not quite. When that happened I wasn't able to move much because of the stress that was being put on my body. Lately though, I've been able to cum more often, and my ejaculations are a lot larger."

"So... what?" Asked Lucy, "does that mean we need to have sex with you more often?" The other girls looked at each other. Wendy already typically had two partners a day, if her libido kept increasing they weren't going to be able to handle it.

"Well that's what I've been looking in to", said Levy. "Wendy asked me to do some research for her and I was able to find some useful information. As we already know, a futanari's semen is only about one or two percent semen, and the rest is all magical energy. So, as Wendy gets stronger as a magician she's going to have a greater amount of magical energy."

"Then, that means the stronger she gets, the more sex she needs to have?" Mirajane spoke up as she scratched her head.

"Nhh... not quite. The magical energy a futanari ejaculates is usually excess magic, magic that there body produces but doesn't have room to store. Basically, it's like trying to push more water into an already filled bottle. No matter how much you try, it's going to overflow. For that reason, futanari's need to ejaculate regularly or they risk going into a lethargic state."

"So, that's what happened before then." Erza crossed her arms as she thought back on when she had helped Wendy. "Because her body had more magic inside than it could hold, it was actually damaging her, making it so she could use her body."

"Right." Levy opened up a book she had brought with her. "However, that doesn't explain why Wendy has been producing more and more magic lately. Unfortunately there aren't very many books with information related to this. I do have a theory though..." Levy put the book on the table in the middle of the room, so that the others could see. "Basically, in order to get stronger as a mage, you need to use your magic. The more you train and practice the greater your magical power becomes. I believe that the same thing is happening to Wendy. Because she has been having so much sex lately, her magical reserves are getting drained and it's making her body produce more energy."

"So", said Lucy, "does that mean that we need to have sex with her less? Doesn't she risk becoming backed up in that case?" All the girls looked at Levy and then Wendy.

"Well", started Wendy, "that's why I wanted to get everyone together today. I found out recently that I overwrite peoples magic when I have sex with them. To prevent that, I need to take in some of my partners magical energy. I believe that because I'm taking in several different types of magic regularly, it's causing me to build up a large amount of energy."

"Then, does that mean Wendy shouldn't be with multiple girls?" Asked Juvia. "If she's absorbing to much then she needs to limit her partners right?"

"Actually, I believe the opposite is true", said Levy. "The fact that she's had a number of new partners in such a short time has actually increased her abilities. After enough exposure she should become comfortable with any type of magic. In other words, she needs to be exposed to a lot of different magics."

The room was silent as everyone thought about what this meant. The six girls in the room all stared at Wendy as they understood the situation.

"She needs to have more lovers then?" Mirajane asked as she gazed at Wendy.

"That seems to be the case", said Wendy in a quite voice. She wasn't comfortable being the center of attention. Plus, the implications of this statement where pretty embarrassing.

"Wendy-sama I believe I understand", said Virgo, speaking up for the first time. "If that is the case then I will do whatever I can to help. However, I need to return to the spirit world soon. I will agree with whatever decision you all make."

"Thanks Virgo", said Wendy with a smile as the spirit bowed and vanished in a flash of golden light.

"Alright then", said Levy. "At the moment Wendy is best balanced with Lucy and Mirajane. She can already use Celestial Spirit magic, and she grew up together with Mirajane. So the people she needs to get most accustomed to..."

"Are you, Juvia, and I", finished Erza. Levy nodded her head in agreement with the redhead. "Which means that the three of us need to be with her more often."

"Uh, well I guess I'm not needed at the moment then... I'll uh, get out of your way then." Lucy blushed as she stood to leave.

"Eh? We're doing this now? Juvia didn't know we were... Juvia means... all together...?" Juvia looked around as she blushed deep red. She was clearly flustered by the sudden turn of events. Mirajane giggled quietly as she watched her,

"Well", said Mirajane, "I suppose I should give you some space shouldn't I." She stood and walked Lucy to the entrance and waved her off, before disappearing into the back of the house, leaving the other four in the living room. "By the way", she called from across the house, "Elfman is away so feel free to be as loud as you want."

The four girls were left sitting in a sudden quiet in the living room. Juvia was flustered and was looking back and forth between the others, Erza seemed to be thinking about something, and Levy was fidgeting in place. Bouncing to her feet Levy walked over to Wendy.

"Well, I guess if no one else is going to make a move, I'll go first." Discarding her top as she walked over, she straddled Wendy's lap and pulled her into a deep kiss. She was left with only her panties on a she pressed her body against Wendy. Her soft lips caressed Wendy's and she darted her tongue around inside the smaller girls mouth. Wendy could feel Levy's tongue brushing against her teeth and gums as Levy explored her lover's mouth. Wendy reached up her hands and caressed Levy's small bust. As small as they were, they were still incredibly soft, except for the tips which were quickly becoming hard. Wendy could feel her rod straining against the confines of her clothes as she got turned on.

On the other couch, Erza had latched onto a flustered Juvia from behind. She groped and played with the water mage's bust from above her clothes. She lifted them and let them fall, watching as they subtly bounced. Erza licked Juvia's ear from behind and whispered to her. She let one of her hands wander down between Juvia's legs and began stroking around. Juvia tried to struggle, but Erza was stronger and kept her pinned as she assaulted her. Erza turned Juvia's head and locked lips with the girl. Wendy could see all the tension leaving Juvia's body as she finally realized resistance was futile. Erza soon had Juvia stripped to her underwear and had her hand inside Juvia's panties.

"Wendy... mmm... focus on me."

Levy complained as she pulled Wendy into another kiss. Wendy pinched down on Levy's nipples, earning an erotic squeak from her partner. She reached one hand around Levy's back and slid it into her panties, grabbing hold of Levy's soft rear. Her small hand caressed Levy's petite buttocks squeezing the soft flesh. Wendy rubbed her crotch against Levy's as her erection reached its full height. Breaking apart just long enough to undress, Wendy pulled Levy back into a fierce kiss. The small frames of the two girls rubbed together as they sought greater stimulation. Wendy brought her hand around to the front of Levy's panties to find them soaked with her juices.

"Levy, your soaked. Did you want me to do you that badly." Wendy lightly ran a finger along Levy's covered slit, teasing her. As she pulled her hand back, a trail of fluid connected the tip with Levy's soaked panties.

"Yeah. I want you to put it in... hahh... I want your dick so bad." Levy looked into Wendy's eyes passionately as she pulled her own panties aside to reveal her wet slit. Her soft pink petals, shone with fluid, and Wendy could feel the heat coming from Levy's body. The sight was to much for Wendy and she aimed her rod at it and thrust in slowly.

"OOoogGGhHHhh." Levy trembled and moaned as Wendy stretched her cunt wide open. Her tight hole squirmed around Wendy's cock as the small girl penetrated her depths. Even though her insides were soaked, Wendy still had to force her way into the small hole.

In the meantime, Erza had completely stripped Juvia and laid her down on the opposite couch. The redhead had her head between Juvia's legs as she ate out the other girl. Her loud slurping sounds could easily be heard even across the room. Juvia was squirming and caressing her own breasts as she was pleasured by the other girl.

"Ugghhh... hhaahhhh... Erza... haaahh ahhhh... your tongue ghhaa... is amazing ahh."

Juvia's embarrassment at the situation had been overcome with pleasure as Erza licked her. Wendy could hear wet slurping sounds from across the room as Erza swallowed Juvia's fluids. Juvia squeezed her breasts and played with her nipples, the soft flesh of her boobs bouncing around. She shook her hips against Erza's face as she got more and more excited. The redhead brought one of her hands in and pushed a finger into Juvia's waiting hole. Juvia's back arched and she shook as Erza fingered her to orgasm.

"Ngghhh... Wendy... you can move now. Hahhh... I'm used to it."

Levy swayed her hips with Wendy deep inside her. Levy was the smallest partner Wendy had been with, and her small frame had trouble taking Wendy's massive cock. Just having it inside her was enough to cause a small bulge to form near her stomach. Wendy slowly pulled back as she got accustomed to Levy's tight hole. As she pulled out, Levy's sex fluids splashed down onto her lap. Even though she was small, she was more than wet enough.

"Khhhaaa... Levy... I'm going... khhh to start."

"Hhhaaahh... yeah... fuck me ahhh... hard... uggghhh... with your huge cock ahhh... mmmph... mmghhh... pound my tight pussy."

Having received permission Wendy grabbed Levy's hips and lifted her up as she began thrusting. She could feel the head of her cock hitting against the deepest parts of Levy every time she pushed in. The soft muscles of Levy's innards twisted and squeezed around her, stimulating her and begging for her seed. Their bodies made loud slapping noises as Wendy pounded against the deepest parts of her partner. Her massive shaft carved out Levy's tight hole, molding it around her shape. Leaning her head up, Wendy took one of Levy's pointy nipples into her mouth. Levy clung to her as she roughly assaulted her hole.

"Wendy... hhhhahhhh Wendy... mmggGHHAahhWendy... mmmmphhh... haahhh... oghhh..."

"Khhhuu... haahhh... mmmph."

Nearby Erza and Juvia and moved onto the floor to give them more space.

"Oggghh... Erzaaahhh... sooo... good... ghuuuaaa... mmmggghhhh."

"Hah... ahh.. hoohhh... Juvia... press... hahhh... against me... ghhhhaa... mmmghh... mmffff... ghhaaa."

Erza had stripped herself and was rubbing her wet slit against Juvia's. She had Juvia's leg lifted up as she rubbed their feminine bodies together, making loud, wet sounds in the process. A puddle of sweat and sexual fluids was forming underneath them as they slammed their hips together. Their large tits bounced in rhythm with their grinding. Erza ran her tongue along Juvia's leg as she pulled the other girls body towards her.

"Wendy... haahhh... I'm... getting mmmph... close."

"Khhh... I am... kkh... too... hahhh... khh."

Wendy could feel Levy's insides quivering and knew that her partner was approaching orgasm. Speeding up her thrusts, Wendy pushed her body so that they could reach orgasm together. The soft, hot walls of Levy's cunt stroked along the hard surface of Wendy's cock, touching every sensitive spot along the shaft. Levy's juices splashed around, covering the area in the scent of sex.

"Wendy... Wendy... Wendy... mmmmggGGHHHHH!"

"khhhhh... hahhh... Levy... kkkKHhGHhHHaAAAAH!"

Wendy felt Levy tremble as she reached her climax. Her soft, warm insides quivered around Wendy's member, pushing the small girl past her limit. With a loud cry she unleashed a torrent of semen into Levy. Her cock pulsed as it released a massive quantity of cum inside of Levy's small body. Excess semen flowed from Levy's cunt as she was pumped full of seed. As her orgasm faded, Levy slumped forward against Wendy. Wendy pulled out of Levy with a pop as she lay the girl down next to her. As she was catching her breath, Wendy felt arms hugging her from behind, and the feeling of soft flesh against her back.

"Don't forget about us now. We're here too you know", Erza whispered into Wendy's ear as she hugged the small girl. Looking over her shoulder Wendy gave Erza a quick peck on the lips. "Hmmhmm. I think I got a bit rough with Juvia, why don't you give her some attention."

Wendy looked over at Juvia who was laying panting on the ground. Her large breast shook as she breathed, the pale flesh looked incredibly inviting. Staggering over, Wendy grabbed onto Juvia's soft mounds.

"Ahhh... Wendy?"

"Yeah... did you have fun with Erza? You look really sexy right now."

Leaning forward she gave Juvia a deep kiss. Pulling back after a moment, she positioned her rod between Juvia's melons and start slowing thrusting. Her massive cock was swallowed up by Juvia's tits. They rippled and bounced against Wendy's hips as she squeezed them. Every time she brushed against one of Juvia's nipples, the water mage would let out a small moan of pleasure.

"Juvia... khhh... your tits... hahhh feel amazing... khh."

"Mmmghhh... Juvia... mmpphhh... can't wait anymore... hahh... Wendy mmmghhhah... Juvia mmh...wants you inside her. Mmmf... mmgh... Juvia wants your cock inside her... mmfff."

"Khhh... how perverted... why don't you tell me how much you want my cock."

Wendy pulled her cock away from Juvia's soft breast and dangled her massive rod in front of Juvia's face. The other girl stuck out her tongue and ran it along the underside of it. Her slimy tongue traced the bulging veins of Wendy's cock, leaving a shiny trail of saliva behind.

"Juvia wants Wendy's massive cock inside her... mmphh... lickk... mmgg... In Juvia's wet pussy. Please... use Juvia as your personal sex toy. Mmmphh... mmf... Juvia is your... lick... cock sleeve."

Juvia's eyes locked with Wendy's and Wendy could see the lust plainly in the older girl's eyes. With one last hard squeeze, Wendy took her hands off of Juvia's boobs. Bringing her hips down she positioned herself, and penetrated the Juvia's waiting body. As Wendy's rod opened Juvia's insides, a wave of sex fluids poured out, soaking the floor and Wendy's cock.

"Mmmmghh... mmph... hmmmph."

"Khhhaaa... Juvia... your so wet... khh... did you want my dick that bad?"

"Yes... Juvia mhh... wanted Wendy's... ghhhhuh... huge dick."

"Well look at you two having fun, I'm getting hot just watching."

Erza stood above Juvia's body so that she was right in front of Wendy's face. From this distance, Wendy could feel the heat coming from the redheads body, and the smell of her sex. Erza pushed her hips towards Wendy's face, encouraging the girl. Wendy greedily stuck out her tongue and lapped at Erza's pink petals. Her nose was tickled by the older girls downy, red pubes. Below her Juvia had started moving her hips, but her position wasn't the best for her. Wendy took the initiative and began shaking her hips.

"Mmmphgg... slurrmmm... mmpgghh... slurp... mmmphh."

"Uuoooghgh... We... ndy... Ooouugghhh... Your tongue feels great."

Erza had a look of ecstasy on her face as Wendy slurped down her fluids. The small girls tongue poked around inside the the entrance of her pussy, teasing the entrance. Reaching up with one hand, Wendy pushed her middle finger inside of Erza's hot cunt. Despite it having taken her huge cock several times, it still remained incredibly tight. Pulling her face back, Wendy focused her attention on Juvia. Juvia's body shook as Wendy pounded her steamy pussy.

"Ghhhhaaa... ugghhhh... mmgggh... mmmmf... Wendy... mmmmghh... right there."

Wendy aimed herself so that her tip rubbed against the spot right behind Juvia's navel. Wendy had learned that this was the spot that Juvia liked the best. Each time she rubbed against it, Juvia's body would give a shudder of pleasure. Her soft insides wrapped around Wendy and rippled against her sensitive rod. Her pussy wasn't tight, but it was soft and comfortable. Out of Wendy's lovers, Juvia's pussy was definitely the most effective at wringing her out.

"Hahhhh... Juvia... khh... khh...I'm... almost there... khhh."

"Mmmphh... mmf... mmf... mmf... hahhh."

Juvia's moist insides were slick with fluid as Wendy ravaged her. Her voluminous tits shook in rhythm with every thrust, their pink tips dancing about lewdly. Their rhythm was hypnotic and Wendy couldn't pull her eyes from them. Wanting more stimulation, she used her free hand to squeeze down on Juvia's plump ass. She pulled Juvia's body against her as she roughly thrust into her depths. Her fingers sunk into the soft flesh of Juvia's ass as she gripped with all of her strength.

"MmgggAA! Wendy... mmmphhh... mmhgg... mmmg... mmhh... ahhhh... cumming... ghuu... oghhhmmmm... cumming... mmf... mmmh... Juvia's pussy is... mmmgghhhh... cumming."

"Khhh... hahhh... Juvia... hhhaa... kkhhhu... I'm... kkhhahhh... about to."

Juvia was climaxing constantly as Wendy approached her own orgasm. Her rod was soaked in the other girls fluids and wrapped in warmth. Erza was next to Wendy, using the small girls hand to finger herself, and it seemed she was also ready to cum. There was too much stimulation and Wendy could feel strength leaving her hips as her built up semen prepared to burst forth.

"JuvviiiaAAAAAAHHHHH!"

Slamming her hips down, Wendy reached her orgasm deep inside Juvia's cunt. Her cock pulsed as a massive amount of cum filled the other girl. As her semen began overflowing, she pulled herself out, shooting the rest of her ejaculation all over Juvia's exhausted body. Her white seed shone against Juvia's pale skin, giving it an incredibly lewd look.

Wendy suddenly felt herself shoved against the ground. Erza held her shoulders down as she positioned Wendy's rod against her entrance. The redhead was panting heavily as she took Wendy into her. She sank all the way to the base of Wendy's rod in an instant. Wendy could feel Erza's insides trembling as the older girl came from getting penetrated.

"Ghhhhhuuu... finally... ugghhh."

Erza's face was vacant as she trembled in orgasm. Finally looking down at the small girl below her, she gave Wendy a sultry smile as she rocked back and forth with Wendy deep inside her.

"You kept me waiting, now I'm going to use you as much as I want."

There was a dangerous glint in Erza's eyes as she stared down at Wendy. It was like a predator that had finally captured its prey. Wendy could do nothing beneath that intense look, and she knew it would be dangerous to resist.

Slowly raising her body, Erza let Wendy's cock slide out of her. Once it was almost out she sank back down to the base of it. She was moving agonizingly slowly, but Wendy's body was paralyzed by fear. Erza seemed to cum lightly every time she sank all the way down. Her mouth was hung open in pleasure and hot gaze was locked onto Wendy. Leaning forward she tightly embraced Wendy, kissing her deeply. Her tongue forcefully entered Wendy's mouth and caressed the insides slowly. Erza ran her tongue along each of Wendy's teeth as she held the small girl beneath her. She let her saliva pour into Wendy's mouth, and the smaller girl swallowed. Erza had stopped moving her hips, and Wendy was completely inside, wrapped in her tight folds.

"Mmmpphh... mmghhha... mmphh... mmmggggghhh... hammmhhh... mmmhph."

"Mmhh? Mmmhpphh... ggmmmpphhh... hmmm... mmhh."

Wendy was almost smothered beneath Erza's fierce assault, and she could feel herself getting lightheaded. She had never seen Erza acting like this. The older girl was practically devouring her. Finally satisfied Erza pulled back, a thread of saliva connecting their lips. Erza's eyes had an almost bestial hunger in them as she sat upright. She moved her hands slowly across Wendy's body, her fingernails grazing against her soft skin, like they were looking for the tastiest part of her. Pressing her fingernails against Wendy's stiff nipples caused ripples of pleasure to course through the small girl. Erza traced around the areola, careful to avoid the sensitive tips. Despite being scared, Wendy felt extremely sensitive. It was a sensation that she had never felt before, and one that she worried she could get accustomed to.

"That's enough bullying."

Levy suddenly appeared behind Erza, reaching around and grabbing onto the redheads bosom. The sudden attention surprised Erza who seemed to regain her composure.

"I... what?"

"That's no good Erza, just because you had to wait doesn't mean you can just attack Wendy like that. You were being pretty scary."

"Eh? I... oh. I'm... sorry Wendy, I don't know what came over me."

Erza blushed and avoided eye contact with Wendy as she seemed to recall what she had been doing. The fear Wendy had felt was still fresh in Wendy's mind, but it wasn't a strictly unpleasant experience. However, seeing Erza being meek like this was also pretty nice.

"I forgive you. But, you need to be punished, Levy do you mind helping?"

"Oh, gladly!"

"Huh?"

Wendy grabbed Erza's hips and began to thrust at a comfortable pace. Levy squeezed and groped Erza's massive knockers. She gripped them from below and bounced them, causing them to shake and ripple. Moving her hands up she pinched down on the redheads nipples. The double attack was proving quite effective, and Erza was moaning in ecstasy.

"Levy, she gets really turned on when you lick her ear."

"Is that so? Well then, pardon the intrusion."

Levy stuck out her tongue and licked along the back of Erza's ear. The knight trembled and her insides squeezed down hard at the new stimulation.

"GhhhaHHH! Wait... ghuuu... this is... ghhhhh... too much... ooOogGhh."

Levy continued stimulating Erza's tits and ear as Wendy penetrated her from below. Erza's insides were pulsing and tightening so much that it was almost painful for Wendy. The pressure was pushing her quickly to the edge. Her body was already ready to cum, but the tightness of Erza's insides prevented her release. Signaling Levy with her eyes, Wendy thrust vigorously. Levy flicked her tongue against Erza's earlobe and let her saliva drip down her ear. Finally she pulled her tongue back and bit down on Erza's ear, pushing the redhead over the edge. Wendy felt herself cumming at the same time.

"OohggGhhhGhh... ugghhhHHHHAAAAHHHHHHHH!"

"ErzaaHHKKHHHHHHAAA!"

Erza's insides clamped down like a vice. The pressure in Wendy's hips was too strong to be held back and her massive ejaculation spewed forth into Erza's pussy. Despite it being her third time, it was definitely the largest ejaculation. Erza's stomach swelled as she was pumped full Wendy's seed. Because of how tight Erza was, the seed wasn't able to flow out and her stomach looked like she was pregnant. Worried, Wendy used all her strength to pull her cock out as her ejaculation continued. Pulling free she blasted Erza and Levy with a torrent of cum, soaking them in her scent. Levy moved forward and put her mouth over Wendy's cock, swallowing as much of the seed as she could. Her mouth was overflowing in no time and she had to pull back as the last of Wendy's semen hit her in the face and chest. Her small chest was covered in sticky cum that slowly ran down her body. She gathered the cum with her finger before putting it in her mouth and swallowing, giving Wendy a sexy look while doing so.

The sight was enough to get Wendy excited again, but she suddenly felt herself falling, and then, darkness as she passed out in exhaustion.

* * *

IT'S ALIVE! So, I'll admit that the reason this chapter took so long was not actually because I was busy, but rather because I was being lazy. I had plenty of time last week but I didn't feel like writing, so I didn't. In any case, I hope you enjoyed this chapter.

I also have a bit of an announcement regarding this series. I'm going to put it on a one month hiatus as my summer is ending pretty soon, and I want to enjoy it as much as I can. One of my two best friends is going to be moving halfway across the country in the next few weeks so I want to spend as much time with him as I can. My fall classes start back in mid-August and that's probably about the time I will get back to working on this series. I WILL NOT be ending the series, this is just a temporary hiatus. I will come back to it in about a month.

Milliana poll is over, the choice to wait until the GMG was the decisive winner. Thank you to everyone who took the time to vote. I hope you all enjoy the rest of your summer.

Well, I'll see you all in the next chapter, bye for now.


	12. Ch 12 White Feather Pt1

Well hello everyone, Sai here.

I bet you all thought this series was dead. Well it's not. I've just been crazy busy this semester and I really haven't felt like spending a lot of time writing lately. But I have some free time at the moment so I figured I would put together another chapter.

So it has been quite some time since I looked at this series so I actually had to go back and reread some of the previous stuff. Also the Milliana poll ended with people wanting to wait for her to come into the series later. I've also had time to think of what I want to do with this series and I've made a couple of decisions.

Firstly I'm going to start deviating from the canon a bit, or at the very least I won't cover all the main arcs. I have decided on this because the main story is already out there for those of you that want to read it. So for stuff like tower of heaven I'm just going to skip it. It still happens, but I'm just not going to write the whole thing out because that wouldn't be interesting for me. I will also be telling future arcs differently and may not cover them entirely because that would be tedious and I would lose interest.

Second big change, I want to write more adventure stuff going forward, similar to some of my earlier chapters, rather than just sex scenes. I'll still write sexy stuff, just not as much. I was looking at the chapters I've written and the past few have been almost entirely smut, with the exception of the fight against Juvia.

Third, I may go back and edit the first 3-4 chapters to enhance the over all dialogue and content. I've been able to develop my writing skills by listening to feedback so I kind of want to do that. I'm not sre if I will, but it is something I am considering.

Well, that's enough for the preface I suppose. This chapter is going to be the start of an arc that will probably be two chapters long. It has nothing to do with the canon story, it's just something I want to write. I don't yet know if I will be writing regularly again or just randomly, but this series will continue. Let's get started.

* * *

The air was frigid and the fog made it hard to see more than a short distance ahead. Wendy's breath puffed in front of her as she exhaled. The hard stone beneath her feet was slick with moisture. The world was eerily silent except for the sound of Wendy's breathing. She gazed around her, but couldn't see anything but the empty fog and ground beneath her feet.

Deciding on a direction randomly, Wendy stepped forward with care. The sound of her bare feet hitting the hard ground was muted in the empty expanse. The moisture in the air was dense. It clung to her body weighing her down. Every breath was difficult, the oxygen was too thin and the moisture too thick. The air around her was still and lifeless. The thick fog obscured the light, painting everything in gray. Wendy felt strange, disconnected. In this stagnant, pale world, she was the only thing moving.

Time seemed to have stopped for Wendy. No matter how long she walked in one direction the fog never cleared, and nothing but the stone floor could be seen. Her sense of direction was distorted and she couldn't be sure if she was still walking in a straight line. Her legs felt heavy, the air was so thick she had to drag herself forward. Her skin was frigid as the moisture clung to her, freezing her to the core. Her clothes had been long soaked through, and provided little warmth.

Suddenly, the air pulsed. It was subtle, barely even noticeable. But to Wendy, who had been wandering through the stagnant air, it was striking. A few moments later another pulse, and then another. It was quite, like the heartbeat of a great slumbering beast. Wendy ran in the direction of the pulse. Her feet pounded against the floor, droplets of condensed water sent flying into the air around her.

The pulsing got stronger and the fog around Wendy began to slowly clear. She could hear the sound of the wind. A strong gust hit her, clearing the fog and sending her tumbling backwards. Overhead she saw a pair of giant white wings. A single feather drifted across her field of vision. Then her head hit the stone floor, and everything was dark.

Wendy sat straight up grabbing hold of her head. Her eyes darted around, only to find the familiar sight of her room. She was drenched in sweat and breathing heavily. She gasped for air as she focused herself.

"A... dream?" She muttered. "But, it felt real." Wendy closed her eyes, trying to remember the dream, but...

* * *

Wendy arrived at the guild a few hours later than usual. She had taken a cold bath after waking up, but she couldn't shake off the anxiety she felt about her dream. It had felt so real, so vivid. As Wendy sat pondering someone approached her from behind.

"Hey Wendy, are you feeling okay?" Lucy took a seat opposite Wendy at the table where she was sitting. Lucy had a worried look on her face as she stared at the smaller girl.

"Oh, I'm fine. I just had a weird dream last night, so I didn't sleep very well."

"Well... if you say so."

"Wendy!" The guild master suddenly leaped onto the table between the two girls. "I heard a rumor about something that I believe may interest you." The little master turned to Wendy and held out a job notice.

 _Huge bird spotted. Requesting investigation._

 _A massive white bird creature has been spotted around Mount Alka. While it hasn't attacked or harmed anyone yet, the presence of such a large creature is worrisome and we would like to request a nearby guild to investigate._

Wendy carefully read over the notice. "You want me to look into this master?"

"Mmhhmm. This notice is a few days old and there has been new information. Apparently the creature is incredibly skilled with wind magics, mages who have tried to reach the peak of Mount Alka found the path blocked by a wall of wind. I think your magic would be perfect for this kind of thing, also... a large magical flying creature that can use wind magic. Sounds like what you're looking for right?" The master crossed his arms in front of his chest a big proud smile on his face.

"You think it could be Grandeeney?" Wendy excitedly read over the notice again.

"I can't be sure, but it is a pretty good lead don't you think." The master's smile disappeared and he looked at Wendy seriously. "I should mention, several of the mages who attempted this job were S-class and not one of them succeeded. However, none of them suffered serious injury, so the job is still considered to be safe enough for lower level mages to attempt. Just be careful." The master hopped down from the table and went back to his usual position atop the bar.

"Are you planning on looking into that", asked Lucy who was still sitting across from Wendy.

"Yeah. This is the closest I've gotten to a clue in a long time. I can't possibly ignore this."

"Alright. Then I'm coming with you." Lucy looked determined as she took the notice from Wendy and looked it over. "It's pretty far away, we will need to ride a train to get there."

"Eh? Ugh... I suppose there's no getting around it." Just thinking of the upcoming train ride made Wendy feel nauseous. The idea of riding in something that moves and shakes like that was painful to even think about.

"That reminds me", said Lucy as she reached into her purse she had with her. "I found these recently when I was out shopping." She pulled out a box of medicine that looked to be small lacrimas. "Apparently they have a spell cast on them that is supposed to help with motion sickness. I thought that I would buy them since both you and Natsu suffer from it."

"Really? How do they work?" Wendy rolled one of the pills around in her hand. She could feel a tiny amount of magical energy inside of it.

"Apparently you just need to swallow it a few minutes before you get in a vehicle."

* * *

The scenery sped by outside the window of their room as Wendy and Lucy rode the train. Because the trip was going to take several hours they had decided to rent one of the private carriage rooms. Lucy had fallen asleep not long after they boarded, leaving Wendy to look around. The train had a dining carriage and several other carriages like theirs with two individual rooms per carriage. The pills Lucy had bought worked wonderfully and for the first time Wendy was able to move around without feeling sick inside a vehicle.

Wendy watched as the scenery flashed by, a blur of colors. She couldn't believe how effective the magic pill was. Normally something like this would have her on the ground hurling, but now it was a pleasant experience. Lucy was sitting on the bench across from her, her head leaning against the wall as she slept. She had taken off her jacket when they got in their cab. Underneath she was wearing only a crop-top which did little to cover her breast.

Wendy couldn't help but gulp as she stared, already feeling heat building between her legs. Lucy cropped top left little to the imagination. It gave a great view of her cleavage line, and wasn't even big enough to cover all of her mounds, leaving a little hanging out from below. The single button holding it closed seemed ready to burst from the strain of holding back her boobs.

The feeling of lust was already surging in Wendy as she stared, and her dick was already semi erect. She knew it was too late to hold back. Moving across the room she moved in close to Lucy. After making sure that the blonde was fully asleep, Wendy carefully reached her hands out to the single button of her top. With a quick tug, the button popped open and the sides of her top flipped out, revealing her bare breasts. Her soft white skin, topped by pale pink nipples. Even though Wendy had groped them, sucked them, and even fucked them before, she still couldn't get over how perfect they were. Wendy quickly pulled her panties off and tossed them aside as her massive cock reached its full size.

Carefully she reached forward and filled her hands with Lucy's huge tits. She was careful not to squeeze too hard, since she didn't want to wake the blonde. She lifted them from below and felt their weight and softness in her hands. Their pillow like texture was intoxicating. She moved her hands to Lucy's nipples, which quickly hardened from the stimulation. Her nipples stood out against her otherwise pure white tits. Unable to hold back any longer Wendy took a step back.

Wendy lifted the hem of her dress to her mouth and bit down, so that she could focus her hands on her dick. She wrapped her small hands around her shaft as she stared at Lucy's massive mounds. They slowly rose and fell as Lucy breathed. Wendy stroked her hard shaft, pumping herself. She moved forward and pressed the head of her cock into Lucy's breast. The blonde moved slightly in her sleep but didn't wake up. The soft feeling of Lucy's tits against the head of her cock made Wendy shiver.

As Wendy stroked herself the head of her cock would occasionally bump against Lucy's nipples. The firm sensation contrasting with the softness of her breast was mind blowing. Precum leaked out of Wendy's tip, making Lucy's smooth breasts, slippery. Wendy was careful not to moan loudly so that she didn't wake Lucy up.

As Wendy jerked herself, she could feel her ejaculation bubbling up inside of her. Her body demanded release as Wendy thrust against Lucy's breast. Feeling herself about to burst, Wendy took a step back and stroked herself hard and fast. She bit down hard on the dress in her mouth as her orgasm quickly approached. All at once, her mind went blank and her semen burst forth from her cock. She covered Lucy's breast, torso, and face with her thick seed. Her hard cock pulsed over and over as it shot out wad after wad of cum.

"Wendy... what were you doing while I was sleeping?" Lucy was wide awake, her face and body covered in semen, and she was gazing at Wendy. She reached up a wiped the semen off her face before bringing it to her mouth and swallowing it. "If you were in the mood, all you had to do was say so. You can use my tits whenever, however, and as much as you want after all." Lucy moved one arm under breast and hefted them up, bouncing them seductively. She leaned down and licked some of the semen off one of her breast, making sure to do it slowly, and giving Wendy a full view of it.

"I'm sorry. I didn't mean to wake you up. I was just looking at your breast and I got turned on, and I couldn't stop myself." Wendy hurriedly apologized while blushing.

"Don't worry", said Lucy as she reached forward and gently stroked Wendy's still erect member. "It makes me happy that your were masturbating to me. However, it's not fair that you got to enjoy yourself alone."

Lucy pushed Wendy down onto the opposite bench and spread the young girls legs open. She moved in between them, stroking Wendy's shaft softly with her hand. She stuck out her tongue and slowly ran it up the underside of Wendy's cock. Wendy could feel Lucy's hot breath against her skin and the blonde's saliva coating her. Lucy reached the head and slowly took it into her mouth. She moved her breasts forward at the same time and wrapped around Wendy's rod. Lucy's mouth was hot and sticky and Wendy shivered every time she flicked her tongue along the head. Lucy sucked down, tightening her lips.

"Mmmmggh... hhhaammph... mmgh."

Lucy made lewd, wet noises as she sucked. She moved slowly, painfully slow. She teased Wendy's opening with her tongue and twisted her lips around the head of her cock. Lucy moved her head up and down slowly, taking in only the head and a small fraction of the shaft. The rest was stuck between her soft tits.

"Mmmmph... ghhhmmmm... shhhuckk... hggmmm... haa... mmmgh."

"Lucy... khhh... don't tease me... so much... khhhaa. Do it harder... hmmmph... use your tits... hahhh."

"Mphmph... slurrrr... mmrrr... mmghhh... aahhhmmggh."

Wendy begged Lucy for greater stimulation, but the blonde kept up her slow and methodical assault. She squeezed her tits together and bounced them lightly. The soft rippling of her skin was all Wendy could focus on as she felt pressure building up in her groin. Saliva dripped from the corners of Lucy's mouth and ran down Wendy's shaft, landing on the blonde's breast. The soft mounds quickly became shiny from the saliva and sweat, and the shimmered in the soft lighting of the cab. Everytime Lucy shook her breast, Wendy could hear a wet sound coming from the saliva that had pooled around her shaft.

Lucy lifted her mouth off of Wendy's rod and slowly dragged her tongue around it. She teased the edges of the head and let her warm drool drip onto it. Grabbing her breasts, she began to pump them slowly around Wendy's cock.

"Are you going to cum? Hmmph... mmgh. Are you going to cover my tits in more of your hot seed?"

"Yes! Khhhuh... I'm cumming on your tits again... ugghh... I'm about to cum!"

"Go on then, cover my tits! Shoot it all over me!"

Lucy squeezed hard around Wendy's rod and bounced her soft tits. With Lucy's drool acting as lubricant, Wendy's rod moved smoothly, making wet sticky sounds. As Wendy felt her climax coming, she began to thrust her hips and Lucy held her tits together for her.

"Lucy! I'm cumming!"

Unable to take the pressure any more, Wendy let loose her load. Her milky, white fluid shot out of her tip straight up into the air. It landed back on her body and Lucy's, covering them. Lucy angled her breasts so that Wendy was shooting right into them as she came. A huge amount of thick seed came out in bursts from between the blonde's massive tits. As Wendy's ejaculation was calming down, Lucy took the head of her cock into her mouth and sucked out the remaining seed. Lucy loudly gulped down the seed and Wendy could see her throat moving along with each audible gulp.

Having released so much, Wendy's dick had gone limp and shrunken back down a bit. The interior of the train cabin was a mess of semen and the two girls were covered in it.

"We made quite a mess didn't we?" Asked Lucy as she licked her way up Wendy's body, swallowing up the semen that had landed on the small girl. As she reached Wendy's nipples she flicked her tongue along them and gave them an affectionate suck. After cleaning the girls body, Lucy moved up further and brought Wendy into a deep kiss. Her tongue invaded deep into Wendy's mouth, and the small girl could taste her own semen on Lucy's tongue. Although she normally had no interest in the flavor, she couldn't pull herself away from her lovers passionate kiss.

After spending a few minutes kissing the two girls finally separated.

"We should clean up before someone comes by", said Wendy.

"Yeah", Lucy looked around her and grimaced.

It took the two about ten minutes to clean up the mess and they opened the window to get rid of the smell. Feeling content they rested together until they reached their destination.

* * *

The two girls arrived at their destination in the late afternoon. The sun was about to set as the two moved through the town. In the distance they could see Mount Alka, its summit obscured by thick clouds. Streams of wind could be seen wrapping unnaturally around the mountain, even from a long distance. The mountain was steep and jagged, climbing it would be no simple task.

The town where they had arrived was much smaller than Magnolia, and the local wizards guild had less than a dozen members. A lot of the buildings were older, and even the train station was plain. When they arrived they were greeted by the local guild master, a middle aged man with long blue hair. The other guild members greeted them warmly, and welcomed them to town.

"So you two also came about this notice", said the master as he looked over the notice Wendy had showed him. "We've had a number of people show up recently about it, but nobodies been able to reach the summit of the mountain to investigate."

"That's what we were told", said Wendy.

"Then I expect you probably have some method of getting through. If you can take care of this it would be a big help. Everyone here has tried several times but we haven't even gotten close. The creature that took up residence there doesn't seem to be aggressive, so we haven't been too worried about it."

"Why hasn't anyone been able to get close", asked Lucy.

The master glanced up at the mountain and sighed. "The path up is pretty steep and treacherous at the best of times. Now with the crazy wind and clouds it's become pretty much impossible. The clouds obscure the path and make it difficult to progress. We've tried several different types of magics but nothing seems to be able to dispel the clouds or wind."

The master moved back inside the guild and the two girls followed.

"If you believe you can get through then I'm not going to stop you, but it would be best to wait until tomorrow. The climb is already tough even with daylight, climbing at night would be suicide. Since you came all this way, you can stay here at the guild, we have spare rooms that we usually rent out to visitors."

After handing them a key to one of the free rooms, the master wandered off. The two girls spent time talking with the other guild members, gathering all the information they could. The creature had shown up only a few months ago, but its arrival was quickly noticed. Although nobody had seen it up close, they all said that it was incredibly large, as it could be easily spotted even at a distance.

The stories from the other members matched what Wendy and Lucy had heard from master Makarov before they left. The creature was pure white and appeared to be some kind of huge bird. While it wasn't aggressive, it also seemed to avoid coming into direct contact with humans.

Unable to learn anything else useful the two girls decided to turn in for the night. They were both tired from the long trip and were ready to get some sleep. Lucy fell asleep soon after lying down. Wendy moved over to the window and peered up at the mountain. She could see the unnatural clouds around the summit, even in the darkness of night. She had no way of knowing what was up there, but she steeled herself for the climb tomorrow, and lay down to sleep.

* * *

So I know this chapter wasn't super long, but it's been a while and I wanted some time to get back into it. Next chapter is going to be pretty long because I want to take some time and really build the characters of my story because, while they are characters from an existing series, they are also my interpretations of them. Especially Wendy, who differs quite a bit from her canon self.

Just wanted to thank XenotheWise135 for pointing out a problem at the end of this chapter. I was out of town when I wrote it, a little before Christmas, and I posted it when I got home, after new years. So when it said I didn't know if I would have the next chapter out this year, I meant 2016. My bad orz

Anyway, my hard drive crashed a little while back so I lost the ~4000 words I had finished for the next chapter, so it will take a bit longer. So yeah, I hope to get the next chapter out in the first quarter of the year. See you next time.


End file.
